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

Feb 14, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2010-12-31

Reporting Person: MAJTELES ROBERT J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-27	Option (right To buy)	$8.32	A	20000	Acquired	2020-04-26	Common Stock (20000)	Direct
2010-04-27	Option (right To buy)	$8.32	A	20000	Acquired	2020-04-26	Common Stock (20000)	Direct

Footnotes

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

F2: Thirty-three percent (33%) of the option shares vest and become exercisable upon the first anniversary of the date of grant, and thereafter the balance of the option shares vest and become exercisable in a series of twenty-four equal monthly installments over the two year period measured from the one year anniversary of the date of grant.

F3: Transaction reported timely to Company.