Washington, D.C. 20549
(Amendment No. 3 )*
U.S. AUTO PARTS NETWORK, INC.
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”), held
1,034,482 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