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CarParts.com, Inc. Director's Dealing 2011

Feb 24, 2011

34693_dirs_2011-02-24_220b3b70-0f36-413e-ad10-b2d00031c8be.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2011-02-22

Reporting Person: Coleman Aaron (Executive VP and CIO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-22 Common Stock A 14343 $0.00 Acquired 18943 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-23 Option (right to buy) $7.99 A 60000 Acquired 2021-02-22 Common Stock (60000) Direct

Footnotes

F1: Shares were granted pursuant to the 2010 compensation plan approved by the Company's compensation committee and disclosed in the Company's Form 8-K filed with Securities and Exchange Commission on December 29, 2009.

F2: Granted pursuant to the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan.

F3: The option vests and becomes exercisable for twenty-five percent of the option shares on February 23, 2012, and the remaining option shares vest and become exercisable thereafter in a series of thirty-six equal monthly installments.