CarParts.com, Inc. — Director's Dealing 2020

Jun 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: U.S. Auto Parts Network, Inc. (PRTS)
CIK: 0001378950
Period of Report: 2020-06-16

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
2020-06-16	COMMON STOCK	S	183544	$9.0317	Disposed	1673425	Indirect
2020-06-17	COMMON STOCK	S	109477	$8.943	Disposed	1563948	Indirect
2020-06-18	COMMON STOCK	S	52775	$8.8949	Disposed	1511173	Indirect
2020-06-19	COMMON STOCK	S	200000	$8.69	Disposed	1311173	Indirect
2020-06-19	COMMON STOCK	S	77755	$8.7218	Disposed	1233418	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	179230	Direct
COMMON STOCK	50000	Indirect
COMMON STOCK	3215882	Indirect

Footnotes

F1: 1. 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: 2.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 5 of this Form 4, which represent approximately 13.6% 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 179,230 shares held in Mr. Kanen's account) and the 1,511,173 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 179,230 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 179,230 shares held in Mr. Kanen's account as described in footnote 2 above.