UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
3 )*
U.S. AUTO PARTS
NETWORK, INC.
Mina Khazani
12320 21st Helena Dr.
Los Angeles, CA 90049
(310) 393-5678
June 19, 2020
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
* Based on 38,891,673 shares of Common Stock outstanding, as
reported in the Issuer’s Form 10-Q filed on May 6, 2020, and
2,620,687 shares of Series A Convertible Preferred outstanding
as of March 25, 2020, as reported in the Issuer’s Proxy Statement
on Schedule 14A filed on April 27, 2020, totaling 41,512,360 shares
on an as-converted basis.
* Based on 38,891,673 shares of Common Stock outstanding, as
reported in the Issuer’s Form 10-Q filed on May 6, 2020, and
2,620,687 shares of Series A Convertible Preferred outstanding
as of March 25, 2020, as reported in the Issuer’s Proxy Statement
on Schedule 14A filed on April 27, 2020, totaling 41,512,360 shares
on an as-converted basis.
(1) This Amendment No. 3 amends (a) the Schedule 13D
filed on June 29, 2018 (the “Initial Schedule
13D”) by Mina Khazani and the Mina Khazani Living Trust,
Dated May 30, 2007 (the “Reporting Persons”)
relating to the common stock, par value $0.001 per share (the
“Common
Stock”) of U.S. Auto Parts Network, Inc., a Delaware
corporation (the “Issuer”) and (b)
Amendment No. 1 to the Initial Schedule 13D, filed by the Reporting
Persons on March 29, 2019 and (c) Amendment No. 2 to the Initial
Schedule 13D, filed by the Reporting Persons on June 25, 2020.
Capitalized terms used in this Amendment No. 3 without definition
have the meanings given to them in the Initial
Schedule 13D.
Item 4 is hereby amended by adding the following
paragraphs:
On March 25, 2013, the Reporting Person purchased an aggregate
of 1,034,482 shares of Series A Convertible Preferred Stock, par
value $0.001 per share (the “Series A Preferred
Stock”).
On June 19, 2020, each outstanding share of the Series A
Preferred Stock automatically converted to one share of the Common
Stock of the Company, pursuant to Section 4 of the Certificate Of
Designation, Preferences and Rights of the Series A Convertible
Preferred Stock, dated as of March 25, 2013. Prior to the
conversion, the Mina Khazani Living Trust, Dated May 30, 2007 (the
“Living
Trust”), held1,034,482 shares
of the Series A Preferred Stock. As a result of the automatic
conversion, all of the shares of Series A Preferred Stock held by
the Living Trust converted into an aggregate of 1,034,482 shares of
the Company’s Common Stock.
The aggregate percentage reported by each Reporting Person is
based upon 38,891,673 shares of Common Stock outstanding, as
reported in the Issuer’s Form 10-Q filed on May 6, 2020, and
2,620,687 shares of Series A Convertible Preferred outstanding
as of March 25, 2020, as reported in U.S. Auto Parts
Network, Inc.’s Proxy Statement on Schedule 14A filed on April
27, 2020, totaling 41,512,360 shares on an as-converted
basis.
(a) The Reporting Persons beneficially owned the following
shares of the Issuer’s Common Stock:
(c) The Reporting Persons did not effect any transactions in
the Common Stock in the last sixty (60) days.
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, we certify that the information
set forth in this statement is true, complete and correct.
Date: June 30, 2020