UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
7)*
CarParts.com, Inc.
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(Name of
Issuer)
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Common Stock, par value $0.001 per share
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(Title of
Class of Securities)
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Mehran
Nia
11676 Terryhill
Place
Los Angeles, CA
90049
(310)
704-9111
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(Name,
Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
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August 18, 2020
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(Date of
Event Which Requires Filing of this Statement)
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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 to 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).
1
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NAMES OF REPORTING
PERSONS
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Mehran Nia
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING
POWER
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38,764(1)
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8
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SHARED VOTING
POWER
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2,474,778(1)
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9
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SOLE DISPOSITIVE
POWER
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38,764(1)
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10
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SHARED DISPOSITIVE
POWER
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2,474,778(1)
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,513,542(1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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5.31%(2)
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Consists of (i) 2,263,341 shares of Common Stock owned
directly by the Nia Living Trust Established September 2, 2004 (the
“Living Trust”), of which
Mehran Nia and Fariba Nia, are co-trustees, (ii) 38,764 shares of
common stock owned directly by Mr. Nia, and (iii) 211,437 shares of
common stock held by Mr. Nia’s domestic partner. Mehran Nia
disclaims beneficial interest in the Living Trust and the shares
held by Mr. Nia’s domestic partner except to the extent of his
pecuniary interest therein.
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(2)
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The aggregate percentage reported by each Reporting Person is
based upon 47,320,566 shares of Common Stock outstanding as of
August 18, 2020, as reported in CarParts.com, Inc.’s Prospectus
Supplement filed pursuant to Rule 424(b)(5) on August 17,
2020.
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This Amendment No. 7 amends (a) the
Schedule 13D filed on December 3, 2008 (the “Initial Schedule
13D”) by Mehran Nia, Fariba Nia (the “Reporting Person”)
relating to the common stock, par value $0.001 per share (the
“Common
Stock”) of CarParts.com, Inc., a Delaware corporation (the
“Issuer”), (b)
Amendment No. 1 to the Initial Schedule 13D, filed by the Reporting
Person on October 7, 2009, (c) Amendment No. 2 to the Initial
Schedule 13D, filed by the Reporting Person on October 14, 2009,
(d) Amendment No. 3 to the Initial Schedule 13D, filed by the
Reporting Person on July 31, 2014 and (e) Amendment No. 4 to the
Initial Schedule 13D, filed by the Reporting Person on May 5, 2015,
(f) Amendment No. 5 to the Initial Schedule 13D, filed by the
Reporting Person on June 12, 2018 and (g) Amendment No. 6 to the
Initial Schedule 13D filed by the Reporting Person on June 19, 2020
(collectively, the “Previous
Amendments”). Except as set forth below, all Items of
the Initial Schedule 13D, as amended by the Previous Amendments,
remain unchanged. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the
Initial Schedule 13D or the Previous Amendments, as
applicable.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended by adding the following
paragraphs:
On August 18, 2020, the Reporting
Person sold 2,000,000 shares of the Company’s Common Stock held by
the Living Trust (the “Shares”) 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. In addition, pursuant to a
divorce settlement between Mehran Nia and Fariba Nia, the Living
Trust subsequently distributed 500,000 shares of the Company’s
Common Stock to Fariba Nia.
Item 5.
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Interest in Securities of the
Issuer.
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The aggregate percentage reported by each Reporting Person is
based upon 42,411,000 shares of Common Stock outstanding as of June
27, 2020, as reported in CarParts.com, Inc.’s Prospectus Supplement
filed pursuant to Rule 424(b)(5) on August 17, 2020.
(a) The Reporting Person beneficially owned the following
shares of the Issuer’s Common Stock:
Reporting
Person
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No.
of Shares
Beneficially
Owned
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Percentage
Held
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2,513,542
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(b)
(i) Sole power to vote or to direct the vote:
(ii)
Shared power to vote or to direct the vote:
(iii) Sole
power to dispose or to direct the disposition of:
(iv) Shared
power to dispose or to direct the disposition of:
(c) On August 18, 2020, the
Reporting Person sold 2,000,000 shares of the Company’s Common
Stock held by the Living Trust (the “Shares”)
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. The Shares were sold at a
price of $13.00. In addition, pursuant to a divorce settlement
between Mehran Nia and Fariba Nia, the Living Trust subsequently
distributed 500,000 shares of the Company’s Common Stock to Fariba
Nia.
SIGNATURES
After reasonable inquiry and to
the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and
correct.
Dated: August 26, 2020
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/s/ Mehran Nia
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Mehran Nia
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