UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

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 7th, 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  
   
  599,780
  9   SOLE DISPOSITIVE POWER  
   
  - 0 -   
  10   SHARED DISPOSITIVE POWER  
   
  599,780

  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  599,780  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
     
     
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  1.54%  
  14   TYPE OF REPORTING PERSON  
     
  IA, PN  

 

2

 

 

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  
   
  1,627,111
  9   SOLE DISPOSITIVE POWER  
   
  - 0 -   
  10   SHARED DISPOSITIVE POWER  
   
  1,627,111

  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
 

1,627,111

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
     
     
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
 

4.18%

 
  14   TYPE OF REPORTING PERSON  
     
 

IA, OO

 

 

3

 

 

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  
   
  1,627,111
  9   SOLE DISPOSITIVE POWER  
   
  229,230
  10   SHARED DISPOSITIVE POWER  
   
  1,627,111

  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
 

1,856,341

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
     
     
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
 

4.77%

 
  14   TYPE OF REPORTING PERSON  
     
 

IN 

 

 

4

 

 

CUSIP NO. 90343C100

 

The following Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”) 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, Amendment No. 5 filed on June 30th, 2020, and Amendment No. 6 filed on July 8thth, 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. Philotimo

 

  (a) As of the close of business on July 9th, 2020, Philotimo beneficially owned 599,780 Shares.

 

Percentage: Approximately 1.74%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 599,780
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 599,780

 

(c) The transactions in the Shares by Philotimo made since Amendment No. 6 are set forth in Schedule A and are incorporated herein by reference.

 

B. KWM

 

  (a) As of the close of business on July 9th, 2020, KWM beneficially owned 1,027,331 Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 679,559 Shares owned by Philotimo.

 

Percentage: Approximately 4.18%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,627,111
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,627,111

 

  (c) The transactions in the Shares by KWM made since Amendment No. 6 are set forth in Schedule A and are incorporated herein by reference.

 

5

 

 

C. Mr. Kanen

 

  (a) As of the close of business on July 9th, 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) 1,027,331 Shares owned by KWM and (ii) 599,780 Shares owned by Philotimo.

 

Percentage: Approximately 4.77%

 

  (b) 1. Sole power to vote or direct vote: 229,230
2. Shared power to vote or direct vote: 1,627,111
3. Sole power to dispose or direct the disposition: 229,230
4. Shared power to dispose or direct the disposition: 1,627,111

 

  (c) The transactions in the Shares by Mr. Kanen occurring made Amendment No. 6 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.

 

6

 

 

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 14th, 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

 

7

 

 

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   161,131   8.8028   07/07/2020
Sale of Common Stock   1,170,000   9.6917   07/08/2020

   

Philotimo fund, lp

 

Sale of Common Stock   79,779   10.9442   07/09/2020

 

 

 

8

 

 

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