Statement of Changes in Beneficial Ownership (4)
20 August 2020 - 11:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nia Mehran |
2. Issuer Name and Ticker or Trading Symbol
CarParts.com, Inc.
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PRTS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CARPARTS.COM, INC., 2050 W. 190TH STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2020 |
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(Street)
TORRANCE, CA 90504
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/18/2020 | | S | | 2000000 (1) | D | $13.00 (2) | 2263341 (3) | I | Nia Living Trust Established September 2, 2004 |
| Common Stock | | | | | | | | 38764 | D | |
| Common Stock | | | | | | | | 211437 | I | By domestic partner |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On August 18, 2020, the Reporting Person sold 2,000,000 shares of the Company's Common Stock (the "Shares") held by the Nia Living Trust Established September 2, 2004 (the "Living Trust") in connection with Mehran Nia's divorce settlement. The Shares were sold pursuant to an underwriting agreement among the Company, Mehran Nia and RBC Capital Markets, LLC, as representative of the several underwriters listed therein. |
| (2) | On August 18, 2020, in an underwritten offering of the Issuer's Common Stock by the Company and Mehran Nia, the Living Trust sold an aggregate amount of 2,000,000 shares of Common Stock for a price per share of $13.00. Such price per share does not reflect underwriter discounts or fees. |
| (3) | Pursuant to a divorce settlement between Mehran Nia and his spouse, Fariba Nia, the Living Trust previously transferred 500,000 shares to Fariba Nia. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Nia Mehran
C/O CARPARTS.COM, INC.
2050 W. 190TH STREET, SUITE 400
TORRANCE, CA 90504 | X |
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Signatures
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| Mehran Nia | | 8/20/2020 |
| **Signature of Reporting Person | Date |
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