Amended Statement of Beneficial Ownership (sc 13d/a)
08 Juli 2020 - 12:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)
U.S.
Auto Parts Network, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
90343C100
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
2nd, 2020
(Date
of Event Which Requires Filing of This Statement)
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
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).
CUSIP
NO. 90343C100
1
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
PHILOTIMO FUND, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
- 0 -
|
8
|
SHARED VOTING POWER
|
|
|
|
679.559
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
679,559
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
679,559
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
1.74%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IA, PN
|
|
CUSIP
NO. 90343C100
1
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
KANEN WEALTH MANAGEMENT, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO; AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
FLORIDA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
- 0 -
|
8
|
SHARED VOTING POWER
|
|
|
|
3,038,023
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,038,023
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,038,023
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
7.81%
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
IA,
OO
|
|
CUSIP
NO. 90343C100
1
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
DAVID L. KANEN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
PF; OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
229,230
|
8
|
SHARED VOTING POWER
|
|
|
|
3,038,023
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
229,230
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,038,023
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,267,253
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.40%
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
CUSIP
NO. 90343C100
The
following Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”) amends and supplements
the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission
(the “SEC”) on December 10th, 2018 (the “Original Schedule 13D”), as amended by Amendment No.
1 filed on October 26, 2018, Amendment No. 2 filed on December 3, 2018, Amendment No. 3 filed on December 10, 2018, Amendment
No. 4 filed on June 19th, 2020, and Amendment No. 4 filed on June 19th, 2020 (collectively the “Schedule
13D”) relating to the common stock, $0.001 par value per share (the “Shares”), of U.S. Auto Parts Network, Inc.
(the “Issuer”). All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No.
6 does not modify any of the information previously reported in the Schedule 13D.
Item 5.
|
Interest
in Securities of the Issuer.
|
Items
5(a)-(c) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each person named herein is based upon 38,891,670 Shares outstanding as of May
4, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2020.
|
(a)
|
As
of the close of business on July 7th, 2020, Philotimo beneficially owned 679,559 Shares.
|
Percentage:
Approximately 1.74%
|
(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 679,559
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 679,559
|
(c)
|
The
transactions in the Shares by Philotimo made since Amendment No. 5 are set forth in Schedule A and are incorporated herein
by reference.
|
|
(a)
|
As
of the close of business on July 7th, 2020, KWM beneficially owned 2,358,464 Shares. KWM, as the general partner of Philotimo,
may be deemed the beneficial owner of the 679,559 Shares owned by Philotimo.
|
Percentage:
Approximately 7.81%
|
(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,038,023
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,038,023
|
|
(c)
|
The
transactions in the Shares by KWM made since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As
of the close of business on July 2nd, 2020, Mr. Kanen beneficially owned 229,230 Shares. Mr. Kanen, as the managing member
of KWM, may be deemed the beneficial owner of the (i) 2,358,464 Shares owned by KWM and (ii) 679,559 Shares owned by Philotimo.
|
Percentage:
Approximately 8.40%
|
(b)
|
1.
Sole power to vote or direct vote: 229,230
2. Shared power to vote or direct vote: 3,038,023
3. Sole power to dispose or direct the disposition: 229,230
4. Shared power to dispose or direct the disposition: 3,038,023
|
|
(c)
|
The
transactions in the Shares by Mr. Kanen occurring made Amendment No. 5 are set forth in Schedule A and are incorporated herein
by reference.
|
KWM,
in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s
Shares held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item
6 is hereby amended and supplemented as follows:
The
response to Item 4 of this Schedule 13D is incorporated by reference herein.
Item 7.
|
Material
to be Filed as Exhibits.
|
CUSIP
NO. 90343C100
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
July 7th, 2020
|
KANEN
WEALTH MANAGEMENT, LLC
|
|
|
|
By:
|
/s/
David L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
PHILOTIMO
FUND, LP
|
|
|
|
|
By:
|
Kanen
Wealth Management, LLC
its general partner
|
|
|
|
|
By:
|
/s/
David L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
/s/
David L. Kanen
|
|
DAVID
L. KANEN
|
CUSIP
NO. 90343C100
SCHEDULE
A
Schedule
of Transactions in the Shares
Nature
of the Transaction
|
|
Amount
of Shares
Purchased/(Sold)
|
|
Price
per Share ($)
|
|
Date
of
Purchase/Sale
|
KANEN
WEALTH MANAGEMENT, llC
Sale
of Common Stock
|
|
202,052
|
|
8.7516
|
|
07/01/2020
|
Sale
of Common Stock
|
|
103,256
|
|
8.7852
|
|
07/02/2020
|
Sale
of Common Stock
|
|
165,865
|
|
8.8117
|
|
07/06/2020
|
Sale
of Common Stock
|
|
161,131
|
|
8.8028
|
|
07/07/2020
|
Philotimo
fund, lp
Sale
of Common Stock
|
|
100,000
|
|
8.75
|
|
07/02/2020
|
Sale
of Common Stock
|
|
20,441
|
|
8.80
|
|
07/07/2020
|
*
Client initiated transfer of assets out.
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