(Amendment No. 2)*
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05335B100 |
13D |
Page
2 of 12 |
(1) NAMES OF REPORTING PERSONS
Global Value Investment Corp. |
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o |
(3) SEC USE ONLY |
(4) SOURCE OF FUNDS (see instructions)
WC, OO |
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
0 shares |
(8) SHARED VOTING POWER |
1,124,091
shares |
(9) SOLE DISPOSITIVE POWER |
0 shares |
(10) SHARED DISPOSITIVE POWER |
1,124,091
shares |
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,124,091 shares |
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.00%* |
(14) TYPE OF REPORTING PERSON
(see instructions)
IA |
* Percentage calculated based on 14,051,149 shares of common stock,
par value $0.001 per share, outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2022,
of AutoWeb, Inc.
CUSIP No. 05335B100 |
13D |
Page
3 of 12 |
(1) NAMES OF REPORTING PERSONS
Jeffrey R. Geygan |
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o |
(3) SEC
USE ONLY |
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
0 shares |
(8) SHARED VOTING POWER |
1,124,091
shares |
(9) SOLE DISPOSITIVE POWER |
0 shares |
(10) SHARED DISPOSITIVE POWER |
1,124,091
shares |
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,124,091 shares |
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.00%* |
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated based on 14,051,149 shares of common stock,
par value $0.001 per share, outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2022,
of AutoWeb, Inc.
CUSIP No. 05335B100 |
13D |
Page
4 of 12 |
(1) NAMES OF REPORTING PERSONS
James P. Geygan |
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o |
(3) SEC
USE ONLY |
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
0 shares |
(8) SHARED VOTING POWER |
1,124,091
shares |
(9) SOLE DISPOSITIVE POWER |
0 shares |
(10) SHARED DISPOSITIVE POWER |
1,124,091
shares |
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,124,091 shares |
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.00%* |
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated based on 14,051,149 shares of common stock,
par value $0.001 per share, outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2022,
of AutoWeb, Inc.
CUSIP No. 05335B100 |
13D |
Page
5 of 12 |
(1) NAMES OF REPORTING PERSONS
Stacy A. Wilke |
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o |
(3) SEC USE ONLY |
(4) SOURCE OF FUNDS (see instructions)
PF |
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
0 shares |
(8) SHARED VOTING POWER |
1,640
shares |
(9) SOLE DISPOSITIVE POWER |
0 shares |
(10) SHARED DISPOSITIVE POWER |
1,640
shares |
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,640 shares |
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%* |
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated based on 14,051,149 shares of common stock,
par value $0.001 per share, outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2022,
of AutoWeb, Inc.
CUSIP No. 05335B100 |
13D |
Page
6 of 12 |
(1) NAMES OF REPORTING PERSONS
Kathleen M. Geygan |
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o |
(3) SEC
USE ONLY |
(4) SOURCE OF FUNDS (see instructions)
PF |
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
0 shares |
(8) SHARED VOTING POWER |
4,430 shares |
(9) SOLE DISPOSITIVE POWER |
0 shares |
(10) SHARED DISPOSITIVE POWER |
4,430 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,430 shares |
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%* |
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated based on 14,051,149 shares of common stock,
par value $0.001 per share, outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2022,
of AutoWeb, Inc.
This Amendment No. 2 (this “Amendment”)
amends and supplements the Schedule 13D filed on May 24, 2021, as amended on August 9, 2021 (as amended, the “Schedule 13D”),
by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except
to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not
defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is amended and restated as follows:
| (a) | Name
This Statement is filed by: |
| (i) | Global Value Investment Corp., a Delaware corporation (“GVIC”); |
| (ii) | Jeffrey R. Geygan, who serves as the chief executive officer
and a director of GVIC; |
| (iii) | James P. Geygan, who serves as the chief operating officer
of GVIC; |
| (iv) | Stacy A. Wilke, who serves as the chief financial officer of
GVIC; and |
| (v) | Kathleen M. Geygan, who serves as a director of GVIC. |
GVIC, Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke,
and Kathleen M. Geygan are referred to collectively as the “Reporting Persons.”
GVIC serves as investment adviser to managed accounts
(collectively, the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke and
Ms. Geygan each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned
by GVIC.
Mr. Jeffrey Geygan and Ms. Geygan are the directors
of GVIC. Mr. Jeffrey Geygan, Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest
in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC.
| (b) | Residence of Business Address
The address of the principal business and principal office of each of the Reporting Persons
is 1433 N. Water Street, Suite 400, Milwaukee, WI 53202. |
| (c) | Present Principal Occupation or Employment and the Name, Principal
Business and Address of any Corporation or Other Organization in Which Such Employment Is
Conducted
The principal business of GVIC is acting as an investment manager.
The principal occupation of Jeffrey R. Geygan is acting as the chief executive officer of
GVIC.
The principal occupation of James P. Geygan is acting as the chief operating officer of GVIC.
The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC.
The principal occupation of Kathleen M. Geygan is acting as a director of GVIC. |
| (d) | Criminal Convictions
During the past five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil Proceedings
During the past five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship
Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, and Kathleen M. Geygan are citizens of
the United States of America. GVIC is a Delaware corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated as follows:
All of the shares of Common Stock to which this Statement
relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common
Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the
purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may
be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 1,124,091
shares of Common Stock acquired was approximately $2,980,080.36 (excluding commissions).
| Item 4. | Purpose of Transaction. |
Item 4 is amended to add the following:
On May 19, 2022, the Reporting Persons entered into an
Amended and Restated Tax Benefit Preservation Plan Exemption Agreement (the “Exemption Agreement Amendment”) with the Issuer
pursuant to which the Reporting Persons received an exemption to the Issuer’s Tax Benefit Preservation Plan, dated May 26, 2010,
as amended on April 14, 2014, April 13, 2017, and March 31, 2020 (the “Plan”), which generally prohibits stockholders from
acquiring 4.90% or more of the Issuer’s outstanding Common Stock. Pursuant to the Exemption Agreement Amendment, the Reporting
Persons are permitted to acquire aggregate beneficial ownership of up to 8.00% of the outstanding Common Stock.
Pursuant to the Exemption Agreement dated May 12, 2021,
and the Exemption Agreement Amendment, for so long as each remains in effect, at each meeting of stockholders, the Reporting Persons
agreed to cause any and all of the Exemption Shares to be counted as present thereat for purposes of establishing a quorum and to vote
such Exemption Shares the same proportion (for or against) as the shares actually voted for or against such matters by the stockholders
of the Issuer (other than the Reporting Persons). The Reporting Persons also granted representatives of the Issuer irrevocable proxies
to vote the Exemption Shares in accordance with the foregoing sentence. Exemption Shares, as previously defined, shall mean the portion
of shares of Common Stock owned by the reporting person that equals (i) 4.90% of the shares of Common Stock outstanding as of May 12,
2021 minus (ii) one (1) share of Common Stock. The Reporting Persons also agreed to certain restrictions such as not nominating any person
to the Board or otherwise acting, alone or in concert with others, to seek to control or influence the management, Board or policies
of the Issuer; provided that the Reporting Persons may seek privately with the Board or the Issuer’s Chief Executive Officer to
influence the decisions made by the existing management.
The Exemption Agreement Amendment will terminate upon
the earliest to occur of (i) the written consent of the parties thereto, (ii) the termination of the Plan, unless a substitute or successor
tax benefit preservation or other stockholder rights plan is implemented, or (iii) the Reporting Persons’ collective beneficial
ownership falling below 4.90% of the outstanding shares. The foregoing description of the Exemption Agreement Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Exemption Agreement Amendment, a copy of which is
attached as Exhibit 2 hereto and is incorporated herein by reference.
The Reporting Persons have entered into discussions with
the Issuer and the Issuer’s financial advisor regarding the potential for the Reporting Persons to extend financing to the Issuer
and obtaining commensurate governance rights. Such discussions are preliminary and have not yet resulted in any agreement or understanding
between the Reporting Person, the Issuer, and/or the Issuer’s financial advisor concerning financing arrangements or governance
rights.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
(a) and (b) The
responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
As of 4:00 p.m., Eastern time, on May 24, 2022, the Reporting Persons beneficially owned 1,124,091 shares of Common Stock, representing
approximately 8.00% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common
Stock is based on 14,051,149 shares of common stock outstanding as of May 13, 2022, as reported in the Form 10-Q for the fiscal quarter
ended March 31, 2022, of the Issuer.
Mr. Jeffrey Geygan, as an officer and director of GVIC,
and Mr. James Geygan, as an officer of GVIC, may be deemed to have the power to direct the voting and disposition of the shares of Common
Stock beneficially owned by GVIC, and may be deemed to be the indirect beneficial owner of such shares. Mr. Jeffrey Geygan and Mr. James
Geygan disclaim beneficial ownership of such shares for all other purposes.
| (c) | Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days
prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is amended and restated as follows:
Exhibit
Number |
|
Description |
1 |
|
Joint Filing Agreement, dated May 21, 2021.* |
2 |
|
Amended and Restated Tax Benefit Preservation Plan Exemption Agreement, dated May 19, 2022. |
________________________
* Previously filed.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: May 24, 2022
|
GLOBAL VALUE INVESTMENT CORP. |
|
|
|
|
|
By: |
/s/ Jeffrey R. Geygan |
|
|
Name: Jeffrey R. Geygan
Title: Chief Executive Officer |
|
|
|
|
|
/s/ Jeffrey R. Geygan |
|
Jeffrey R. Geygan |
|
|
|
|
|
/s/ Stacy A. Wilke |
|
Stacy A. Wilke |
|
|
|
|
|
/s/ James P. Geygan |
|
James P. Geygan |
|
|
|
|
|
/s/ Kathleen M. Geygan |
|
Kathleen M. Geygan |
Schedule A
Transactions by the Reporting Persons in the
Past 60 Days
The
following table sets forth all unreported transactions with respect to the Common Stock effected
in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions
effected through 4:00 p.m., Eastern time, on May 24, 2022. Unless otherwise indicated, all
such transactions were effected in the open market.
Person
Effecting the
Transaction |
|
Transaction
Date |
|
Nature
of Transaction |
|
Securities
Purchased |
|
Price
per
Share |
GVIC |
|
05/20/2022 |
|
Purchase of Common Stock |
|
253,880 |
|
$0.62(1) |
(1) This purchase price represents the weighted average
purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security
holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price
within the range set forth in this Statement.
None of Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, or Ms.
Geygan has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A
(including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of AutoWeb, Inc., a Delaware
corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: May 21, 2021
|
GLOBAL VALUE INVESTMENT CORP. |
|
|
|
|
|
By: |
/s/ Jeffrey R. Geygan |
|
|
Name: Jeffrey R. Geygan
Title: Chief Executive Officer |
|
|
|
|
|
/s/ Jeffrey R. Geygan |
|
Jeffrey R. Geygan |
|
|
|
|
|
/s/ Stacy A. Wilke |
|
Stacy A. Wilke |
|
|
|
|
|
/s/ James P. Geygan |
|
James P. Geygan |
|
|
|
|
|
/s/ Kathleen M. Geygan |
|
Kathleen M. Geygan |
Page 12 of 12