CarParts.com, Inc. — Director's Dealing 2019

Nov 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2019-11-06

Reporting Person: Kanen David (Director, 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
2019-11-06	Common Stock	P	216150	$1.8171	Acquired	3281236	Indirect
2019-11-06	Common Stock	P	3850	$1.8171	Acquired	177364	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50000	Indirect
Common Stock	2117333	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 shares of Common Stock listed in Column 4 of this Form 4, which represent approximately 14% 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 shares of Common Stock held in customer accounts managed by KWM as disclosed in this Form 4 (including the 177,364 shares held in Mr. Kanen's account) and the 2,117,333 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 177,364 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 177,364 shares held in Mr. Kanen's account as described in footnote 2 above.