CarParts.com, Inc. — Director's Dealing 2011

Dec 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2011-12-07

Reporting Person: FISCHER CHARLES (Sr. VP of Global Procurement)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Option (right to buy)	$5.00	A	50000	Acquired	2021-12-06	Common Stock (50000)	Direct

Footnotes

F1: Granted pursuant to the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan.

F2: The option vests and becomes exercisable for 25% of the option shares on December 7, 2012, and the remaining option shares vest and become exercisable thereafter in a serious of 36 equal monthly installments. Notwithstanding the foregoing, no option, even if vested, shall be exercisable until the optionee meets certain performance requirements.