Sec Form 4 Filing - FERRIOLO WILLIAM @ AUTOBYTEL INC - 2017-06-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FERRIOLO WILLIAM 2. Issuer Name and Ticker or Trading Symbol AUTOBYTEL INC [ ABTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CHIEF OPERATING OFFICER (Last) (First) (Middle) 18872 MACARTHUR BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2017 (Street) IRVINE, CA92612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/22/2017 A 37,990 ( 1 ) A $ 12.49 ( 2 ) 188,755 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Junior Participating Convertible Preferred Stock $ 12.49 06/22/2017 M 3,799 ( 1 ) ( 1 ) ( 4 ) Common Stock 37,990 $ 0 ( 1 ) 0 D Warrant (right to buy Series B Preferred Stock) $ 184.87 06/22/2017 M 3,352 ( 1 ) ( 5 ) 10/01/2022 Common Stock 33,520 $ 0 ( 1 ) 0 D Warrant (right to buy Common Stock) $ 18.49 06/22/2017 A 33,520 ( 1 ) ( 5 ) 10/01/2022 Common Stock 33,520 $ 1.72 ( 6 ) 33,520 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERRIOLO WILLIAM 18872 MACARTHUR BLVD. SUITE 200 IRVINE, CA92612 EVP, CHIEF OPERATING OFFICER Signatures /s/ Glenn E. Fuller, Attorney-in-Fact 09/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 22, 2017, stockholders of the Company approved the conversion of the Company's Series B Junior Participating Convertible Preferred Stock, $0.001 par value per share ("Series B Preferred Stock"), and the issuance of shares of the Company's Common Stock, $0.001 par value per share ("Common Stock"), upon such conversion at a ratio of 10 shares of Common Stock for each share of Series B Preferred Stock converted. This approval also resulted in the conversion of outstanding Warrants to acquire shares of Series B Preferred Stock into warrants to acquire shares of Common Stock at the same conversion ratio. Upon such approval, and without any action by Mr. Ferriolo, Mr. Ferriolo was automatically issued shares of Common Stock and warrants to purchase shares of Common Stock upon the conversion of his shares of Series B Preferred Stock and warrants to purchase shares of Series B Preferred Stock, respectively. Such issuances were exempt transactions under Rules 16b-3 and 16b-6. ( 2 )Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share. ( 3 )Includes 8,333 shares of restricted stock that will vest on April 23, 2018 and 100,000 shares of restricted stock with restrictions lapsing as follows: (i) restriction on 50,000 shares shall lapse upon the weighted average closing price for Common Stock at $30 per share for 30 consecutive trading days and (ii) restrictions on remaining 50,000 shares shall lapse upon the weighted average closing price for the Common Stock at $45 per share for 30 consecutive trading days. ( 4 )The Series B Preferred Stock had no expiration date. ( 5 )The warrants will become exercisable on October 1, 2018, subject to the satisfaction of the following additional vesting conditions: (i) with respect to the first 1/3 of the warrant shares, if at any time after the issuance date of the warrants and prior to the expiration date of the warrants the weighted average closing price of the Common Stock on The Nasdaq Capital Market for the preceding 30 trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the Common Stock occurring after the issuance date) ("Weighted Average Closing Price") is at or above $30.00; (ii) with respect to the second 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $37.50; and (iii) with respect to the last 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $45. ( 6 )On October 1, 2015, a wholly owned subsidiary of the Company merged with and into AutoWeb, Inc. ("Merger"). On the effective date of the Merger, Mr. Ferriolo received 3,799 shares of Series B Preferred Stock (valued at $124.94 per Series B Preferred Stock share or $12.49 per Common Stock share) and 3,352 warrants to purchase Series B Preferred Stock (valued at $17.15 per warrant to purchase a share of Series B Preferred Stock or $1.72 per warrant to purchase a share of Common Stock) in exchange for the AutoWeb, Inc. common stock owned by Mr. Ferriolo.

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