CarParts.com, Inc. — Director's Dealing 2014

Feb 14, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-30	Common Stock	J	24414	—	Acquired	9357899	Indirect

Footnotes

F1: On September 30, 2013 and December 31, 2013, the Issuer distributed shares of Common Stock of 16,280 and 8,134, respectively, as a dividend to Oak Investment Partners XI, Limited Partnership ("Oak XI, L.P."), which resulted from Oak XI, L.P.'s purchase of Series A Convertible Preferred Stock on March 25, 2013.

F2: Not applicable.

F3: The reported securities are directly held by Oak XI, L.P. Oak Associates XI, L.L.C., as the general partner of Oak XI, L.P. may be deemed to beneficially own the reported securities.