CarParts.com, Inc. — Director's Dealing 2018

Dec 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2018-12-18

Reporting Person: Kanen David (10% Owner)
Reporting Person: Kanen Wealth Management LLC (10% Owner)
Reporting Person: Philotimo Fund, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-18	Common Stock	P	87371	$1.0707	Acquired	3164840	Indirect
2018-12-19	Common Stock	P	80000	$1.0700	Acquired	3244840	Indirect
2018-12-21	Common Stock	S	16093	$0.0950	Disposed	3228747	Indirect
2018-12-24	Common Stock	S	26565	$1.0500	Disposed	3202182	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	173514	Direct
Common Stock	2005928	Indirect

Footnotes

F1: This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM") and the Philotimo Fund, LP (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2: Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 5,381,624 shares of Common Stock, which represent approximately 15.4% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 3,375,696 shares of Common Stock held in customer accounts managed by KWM (including the 173,514 shares held in Mr. Kanen's account) and the 2,005,928 shares of Common Stock held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 173,514 shares held in Mr. Kanen's account.

F3: KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 173,514 shares held in Mr. Kanen's account as described in footnote 2 above.