UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
Amendment No. 2
U.S. AUTO PARTS
NETWORK, INC.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
90343C100
|
(CUSIP Number)
|
|
July 2, 2020
|
(Date of Event which Requires Filing
of this Statement)
|
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
[X] Rule
13d-1(b)
[_] Rule
13d-1(c)
[_] Rule
13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person's initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
North Star Investment Management Corporation
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
843,000
|
6
|
Shared Voting Power
|
|
7
|
Sole Dispositive Power
|
843,000
|
8
|
Shared Dispositive Power
|
715,192
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
1,558,192
|
10
|
Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
|
[ ]
|
11
|
Percent of class represented by amount in row (9)
|
3.75% (See Item 4 Below)
|
12
|
Type of Reporting Person (See Instructions)
|
IA
|
Item 1.
(a) Name
of Issuer:
U.S. Auto Parts
Network, Inc.
(b) Address
of Issuer's Principal Executive Offices:
16941 Keegan
Avenue, Carson, CA 90746
Item 2.
(a) Name
of Person Filing:
North Star
Investment Management Corporation
(b) Address
of Principal Business Office or, if None, Residence:
20 N. Wacker
Drive, Suite 1416, Chicago, Illinois 60606
(c) Citizenship:
Delaware
(d) Title
and Class of Securities:
Common Stock
(e) CUSIP
No.: 90343C100
Item 3. If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker
or dealer registered under Section 15 of the Act;
(b) [_] Bank
as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance
company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e) [X] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940;
(j) [_] A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
Item 4. Ownership
The information reported below in
this Item 4 is as of July 2, 2020. The percentage set forth
in Item 4(b) is based on 38,891,673 shares of the Issuer's Common
Stock outstanding as of May 4, 2020, as reported in the Issuer's
Form 10-Q for the quarter ended March 28, 2020 (as filed May 6,
2020).
(a) Amount
Beneficially Owned: 1,558,192
(b) Percent of
Class: 3.75%
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 843,000
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 843,000
(iv) Shared
power to dispose or to direct the disposition of:
715,192
Item 5. Ownership
of Five Percent or Less of a Class.
Not
Applicable.
Item 6. Ownership
of more than Five Percent on Behalf of Another Person.
Not
Applicable.
Item 7. Identification
and classification of the subsidiary which acquired the security
being reported on by the parent holding company or control
person.
Not
Applicable.
Item 8. Identification
and classification of members of the group.
Not
Applicable.
Item 9. Notice
of Dissolution of Group.
Not
Applicable.
Item 10. Certifications.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having the purposes or
effect, other than activities solely in connection with nomination
under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 2, 2020
NORTH STAR INVESTMENT MANAGEMENT
CORPORATION
/s/ Andrew
Eisenberg
Andrew Eisenberg/Chief Compliance
Officer
The original statement shall be
signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on
behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
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