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

Mar 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2013-03-25

Reporting Person: HARMAN FREDERIC W (Director, 10% Owner)
Reporting Person: Oak Investment Partners XI L P (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-25	Series A Convertible Preferred Stock	$1.45	P	1379310	Acquired		Common Stock (1379310)	Indirect

Footnotes

F1: The reported securities represent shares directly owned by Oak Investment Partners XI, Limited Partnership ("Oak XI, LP"). The Series A Convertible Preferred Stock was purchased by Oak XI, LP on March 25, 2013 for an aggregate purchase price of $1,999,999.50.

F2: The initial conversion price is $1.45 per share (which may be adjusted from time to time for any stock split, stock combination or other similar transaction of the Series A Convertible Preferred Stock).

F3: The Series A Convertible Preferred Stock is immediately convertible into Common Stock of the Issuer at the option of Oak XI, LP. In addition, the Series A Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer in other instances.

F4: The Series A Convertible Preferred Stock does not have an expiration date.

F5: The reported securities are directly held by Oak XI, LP. Oak Associates XI, L.L.C., as the general partner of Oak XI, LP, may be deemed to beneficially own the reported securities.