Form SC 13G/A AutoWeb, Inc. Filed by: PITON CAPITAL PARTNERS LLC

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
AUTOWEB, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
	05335B100
(CUSIP Number)
August 10, 2022
(Date of Event Which Requires Filing of this Statement)   Check the appropriate box to designate the rule pursuant to which this Schedule is filed:   ¨ Rule 13d–1(b) x Rule 13d–1(c) ¨ Rule 13d–1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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

13G

Page 2 of 6 Pages

 

1	NAME OF REPORTING PERSON Piton Capital Partners LLC 47-3106673
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (see instructions)			(a)      ¨   (b)      x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 348,000 (1)
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER -0-
EACH REPORTING		7	SOLE DISPOSITIVE POWER 348,000 (1)
PERSON WITH		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 348,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

(1) See footnotes to Item 4 and Item 6.

(2) See footnotes to Item 4.

 

 

CUSIP No. 05335B100

13G

Page 3 of 6 Pages

 

Item 1(a)

Name of Issuer:

 

AutoWeb, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

400 North Ashley Drive, Suite 300, Tampa, Florida 33602

 

Item 2(a)

Names of Person Filing:

 

The Statement is filed on behalf of Piton Capital Partners LLC (the “Reporting Person”).

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

The address of the Reporting Person is:

 

c/o Kokino LLC

201 Tresser Boulevard, 3^rd Floor

Stamford, CT 06901

Attention: Garrett Lynam

 

Item 2(c)

Citizenship:

 

The Reporting Person is a Delaware limited liability company.

 

Item 2(d)

Title of Class of Securities:

 

Common Stock.

 

Item 2(e)

CUSIP Number:

 

05335B100

 

Item 3

Reporting Person:

 

Inapplicable.

 

 

CUSIP No. 05335B100

13G

Page 4 of 6 Pages

 

Item 4

Ownership:

 

				Shares Beneficially Owned		Percent of Class1
(a), (b) and (c)		Piton Capital Partners LLC2
		Sole Voting Power		348,000		2.5%
		Shared Voting Power		-0-		0%
		Sole Dispositive Power		348,000		2.5%
		Shared Dispositive Power		-0-		0%
		Aggregate Voting and Dispositive Power		348,000		2.5%

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ X ]

 

 

 

1	“Percent of Class” is rounded to the nearest tenth and is based upon 14,051,149 Shares outstanding as of August 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, which was filed on August 11, 2022 (File No. 001-34761).

 

2

The Reporting Person is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino (as defined in Item 6). The Reporting Person is managed by its managing member, Piton Capital Management LLC ("PCM"). PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of the Reporting Person, and in that capacity Kokino acts on behalf of the Reporting Person as an agent. Robert Averick, in his capacity as an employee of Kokino, manages the Reporting Person's investment in the shares of Common Stock reported in this Schedule 13G (the "Shares"). Mr. Averick owns an economic interest in the Reporting Person (which interest may be held directly and, from time to time, indirectly through PCM). PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM, Kokino or Mr. Averick may hold over the Shares is ultimately attributed to the Reporting Person.

 

 

CUSIP No. 05335B100

13G

Page 5 of 6 Pages

 

Item 6

Ownership of More than 5 Percent on Behalf of Another Person:

 

Voting and dispositive power with respect to the Shares held by the Reporting Person are exercised by their investment manager, Kokino LLC, a Delaware limited liability company ("Kokino"). Mr. Averick, in his capacity as an employee of Kokino, manages the Reporting Person’s investment in the Shares with assistance from other Kokino personnel. Kokino is in turn tasked with devising and implementing investment strategies with respect to the Reporting Person’s investment in the Shares. As a result, Kokino and Mr. Averick may be deemed to share voting and dispositive power with respect to all Shares held by the Reporting Person.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company:

 

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group:

 

Inapplicable.

 

Item 9

Notice of Dissolution of Group:

 

Inapplicable.

 

Item 10

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 05335B100

13G

Page 6 of 6 Pages

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 12, 2022

 

PITON CAPITAL PARTNERS LLC  

 

By: Piton Capital Management LLC, its managing member  

 

By: Kokino LLC, its managing member  

 

By:	/s/ Garrett Lynam
	Garrett Lynam
	General Counsel

 

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