Statement of Changes in Beneficial Ownership (4)

Datum : 24/08/2019 @ 01h14
Quelle : Edgar (US Regulatory)
Name : US Auto Parts Network Inc (PRTS)
Kurs : 7.7  -0.6 (-7.23%) @ 01h29
US Auto Parts Network share price Chart
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Last $ 7,91 ▲ 0,21 (2,73%)

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kanen David
2. Issuer Name and Ticker or Trading Symbol

U.S. Auto Parts Network, Inc. [ PRTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

5850 CORAL RIDGE DRIVE, SUITE 309
3. Date of Earliest Transaction (MM/DD/YYYY)

8/21/2019
(Street)

CORAL SPRINGS, FL 33076
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  8/21/2019    J    371704 (1)(2) D $1.1856 (3) 2824091  I  Kanen Wealth management LLC (4)
Common Stock  8/22/2019    P    15690 (1)(2) A $1.2647 (5) 2839781  I  Kanen Wealth Management LLC (4)
Common Stock                 173514  D   
Common Stock                 1605928  I  The Philotimo Fund 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(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.
(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 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 173,514 shares held in Mr. Kanen's account) and the 1,605,928 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.
(3)  On August 21, 2019, KWM sold shares of Common Stock in a liquidation at the direction of the client. Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in these shares. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.18 to $1.21, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  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.
(5)  On August 22, 2019, KWM purchased shares of Common Stock for managed client accounts. The price reported in Column 4 is a weighted average price. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kanen David
5850 CORAL RIDGE DRIVE
SUITE 309
CORAL SPRINGS, FL 33076
X X

Philotimo Fund, LP
5850 CORAL RIDGE DRIVE, SUITE 309
CORAL SPRINGS, FL 33076

X

Kanen Wealth Management LLC
5850 CORAL RIDGE DRIVE
SUITE 309
CORAL SPRINGS, FL 33076

X


Signatures
/s/ David L. Kanen 8/23/2019
**Signature of Reporting Person Date

/s/ Kanen Wealth Management LLC By: David L. Kanen 8/23/2019
**Signature of Reporting Person Date

/s/ The Philotimo Fund By: David L. Kanen 8/23/2019
**Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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