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: Coleman Aaron (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-09	Stock Option (Right to Buy)	$4.01	D	250000	Disposed	2018-04-02	Common Stock (250000)	Direct
2013-09-10	Stock Option (Right to Buy)	$0.9866	A	71428	Acquired	2023-09-09	Common Stock (71428)	Direct
2013-09-09	Stock Option (Right to Buy)	$7.99	D	60000	Disposed	2021-02-22	Common Stock (60000)	Direct
2013-09-10	Stock Option (Right to Buy)	$0.9866	A	17142	Acquired	2023-09-09	Common Stock (17142)	Direct
2013-09-09	Stock Option (Right to Buy)	$5.00	D	40000	Disposed	2021-12-06	Common Stock (40000)	Direct
2013-09-10	Stock Option (Right to Buy)	$0.9866	A	11428	Acquired	2023-09-09	Common Stock (11428)	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 April 3, 2009, 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 April 3, 2012, 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 250,000 shares of PRTS's common stock granted to the reporting person on April 3, 2008 (the "April 2008 Option") in exchange for a replacement option, for 71,428 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 April 2008 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 April 2008 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.

F4: The cancelled option provided for vesting such that twenty five percent of the shares of stock subject to the option were to vest on February 23, 2012, 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 February 23, 2015, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date.

F5: The reporting person agreed to the cancellation of his outstanding stock option, as reflected in this Form 4, for 60,000 shares of PRTS's common stock granted to the reporting person on February 23, 2011 (the "February 2011 Option") in exchange for a replacement option, for 17,142 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 "Second Replacement Option"). The reporting person tendered the February 2011 Option pursuant to the terms of 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 Second Replacement Option to the reporting person, the February 2011 Option was canceled.

F6: The cancelled option provided for vesting such that twenty five percent of the shares of stock subject to the option were to vest on December 7, 2012, 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 December 7, 2015, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date.

F7: The reporting person agreed to the cancellation of his outstanding stock option, as reflected in this Form 4, for 40,000 shares of PRTS's common stock granted to the reporting person on December 7, 2011 (the "December 2011 Option") in exchange for a replacement option, for 11,428 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 "Third Replacement Option"). The reporting person tendered the December 2011 Option pursuant to the terms of 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 Third Replacement Option to the reporting person, the December 2011 Option was canceled.