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
                      

1. Name and Address of Reporting Person *

Khazani Sol
2. Issuer Name and Ticker or Trading Symbol

CarParts.com, Inc. [ PRTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CARPARTS.COM, INC., 2050 W. 190TH STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

12/9/2020
(Street)

TORRANCE, CA 90504
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/9/2020  S(1)  199415 D$14.93 (2)2457442 I Sol Khazani Living Trust Established June 1, 2007 (3)
Common Stock 12/10/2020  S(1)  200000 D$13.20 2257442 I Sol Khazani Living Trust Established June 1, 2007 (3)
Common Stock 12/11/2020  S(1)  200585 D$13.47 (2)2056857 I Sol Khazani Living Trust Established June 1, 2007 (3)
Common Stock         213979 I Sol Khazani Annuity Trust, Established November 18, 2006 (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) A portion of the sale proceeds will be used by the Reporting Person to satisfy tax liabilities.
(2) The price reported above reflects the weighted-average sale price for each day. The open market sales were at prices ranging from a low and high price shown as follows: December 9, 2020: Low price of $14.27 and a high price of $15.52; and December 11, 2020: Low price of $13.22 and a high price of $13.63. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(3) These shares are owned directly by the Sol Khazani Living Trust, Established June 1, 2007 and indirectly by Sol Khazani as co-trustee of the trust, of which Mr. Khazani is a beneficiary.
(4) These shares are owned directly by the Sol Khazani Annuity Trust, Establised November 18, 2006 and indirectly by Sol Khazani as co-trustee of the trust, of which Mr. Khazani is the sole beneficiary.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Khazani Sol
C/O CARPARTS.COM, INC.
2050 W. 190TH STREET, SUITE 400
TORRANCE, CA 90504
X



Signatures
/s/ Sol Khazani12/11/2020
**Signature of Reporting PersonDate

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