Sec Form 3 Filing - Nanigian Brett @ AutoWeb, Inc. - 2022-02-03

FORM 3 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 Nanigian Brett 2. Issuer Name and Ticker or Trading Symbol AutoWeb, Inc. [ AUTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Product & Technology (Last) (First) (Middle) 400 NORTH ASHLEY DRIVE, STE. 300 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2022 (Street) TAMPA, FL33602 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 6,400 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 Employee Stock Options (Right to Buy) $ 3.3 04/17/2020( 1 ) 04/17/2026 Common Stock 30,000 D Employee Stock Options (Right to Buy) $ 2 02/26/2021( 2 ) 02/26/2027 Common Stock 30,000 D Employee Stock Options (Right to Buy) $ 2.57 02/26/2022( 3 ) 02/26/2028 Common Stock 30,000 D Employee Stock Options (Right to Buy) $ 2.63 08/25/2022( 4 ) 08/25/2028 Common Stock 25,000 D Employee Stock Option (Right to Buy) $ 2.79 02/03/2023( 5 ) 02/03/2029 Common Stock 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nanigian Brett 400 NORTH ASHLEY DRIVE STE. 300 TAMPA, FL33602 SVP, Product & Technology Signatures /s/ Glenn E. Fuller, Attorney-in-Fact 02/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant on April 17, 2019, to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) vested and became exercisable on April 17, 2020, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending April 17, 2022. ( 2 )Grant on February 26, 2020, to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) vested and became exercisable on February 26, 2021, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending February 26, 2023. ( 3 )Grant on February 26, 2021, to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on February 26, 2022, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending February 26, 2024. ( 4 )Grant on August 25, 2021, to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on August 25, 2022, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending August 25, 2024. ( 5 )Grant on February 3, 2022, to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on February 3, 2023, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending February 3, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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