CarParts.com, Inc. — Director's Dealing 2017

May 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2017-05-11

Reporting Person: MAJTELES ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Common Stock	A	1404	—	Acquired	127125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-11	Restricted Stock Units	$	A	9302	Acquired		Common Stock (9302)	Direct
2017-05-11	Restricted Stock Units	$	M	1404	Disposed		Common Stock (1404)	Direct
2017-05-11	Stock Options (Right to Buy)	$3.93	A	40000	Acquired	2027-05-10	Common Stock (40000)	Direct

Footnotes

F1: In accordance with the U.S. Auto Parts Network, Inc. 2016 Equity Incentive Plan, the reporting person was granted 4,211 restricted stock units, one third of which vested on May 11, 2017. These retricted stock units converted to common stock on a one-for-one basis upon vesting.

F2: Includes shares of common stock issued as dividends on the Company's preferred stock.

F3: Granted pursuant to the U.S. Auto Parts Network, Inc. 2016 Equity Incentive Plan.

F4: Not applicable.

F5: The Restricted Stock Units shall vest in three equal installments at each of the Company's next three annual stockholder's meetings, subject to the director's continued service through such dates.