CarParts.com, Inc. — Director's Dealing 2013

Sep 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2013-09-09

Reporting Person: Evangelist Shane N (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-09	Stock Option (Right to Buy)	$8.65	D	750000	Disposed	2017-10-14	Common Stock (750000)	Direct
2013-09-10	Stock Option (Right to Buy)	$0.9866	A	214285	Acquired	2023-09-09	Common Stock (214285)	Direct

Footnotes

F1: The cancelled option provided for vesting such that twenty five percent of the shares of stock subject to the option were to vest on October 15, 2008, and thereafter the balance of the option shares were to vest and become exercisable in a series of thirty-six equal monthly installments over the following three year period, so that all of the shares of stock subject to the option were to be vested on October 15, 2011, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date.

F2: The reporting person agreed to the cancellation of his outstanding stock option, as reflected in this Form 4, for 750,000 shares of PRTS's common stock granted to the reporting person on October 15, 2007 (the "October 2007 Option") in exchange for a replacement option, for 214,285 shares of PRTS's common stock, having an exercise price of $0.9866 a share, which was granted to the reporting person on September 10, 2013 (the "First Replacement Option"). The reporting person tendered the October 2007 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on August 12, 2013, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to exchange outstanding options to purchase shares of common stock based on the exchange ratio of 3.5:1. Upon grant of the First Replacement Option to the reporting person, the October 2007 Option was canceled.

F3: Twenty-five percent of the shares of stock subject to the option vest on September 10, 2014, and thereafter the balance of the option shares vest and become exercisable in a series of thirty-six equal monthly installments over the following three year period, so that all of the shares of stock subject to the option vest on September 10, 2017, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date.