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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 6.76 | 09/09/2013 | D | 75,000 | (1) | 03/14/2021 | Common Stock | 75,000 | (2) | 50,000 | D | ||||
| Stock Option (Right to Buy) | $ 0.9866 | 09/10/2013 | A | 21,428 | (3) | 09/09/2023 | Common Stock | 21,428 | (2) | 71,428 | D | ||||
| Stock Option (Right to Buy) | $ 4.64 | 09/09/2013 | D | 50,000 | (4) | 12/06/2021 | Common Stock | 50,000 | (5) | 21,428 | D | ||||
| Stock Option (Right to Buy) | $ 0.9866 | 09/10/2013 | A | 14,285 | (3) | 09/09/2013 | Common Stock | 14,285 | (5) | 35,713 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stevenson Bryan C/O US AUTO PARTS NETWORK 16941 KEEGAN AVENUE CARSON, CA 90746 |
VP, General Counsel | |||
| /s/ Bryan P. Stevenson | 09/11/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The cancelled option provided for vesting such that twenty five percent of the shares of stock subject to the option were to vest on March 15, 2012, and thereafter the balance of the option shares were to vest and become exercisable in a series of thirty-six equal monthly installments over the following three year period, so that all of the shares of stock subject to the option were to be vested on March 15, 2015, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date. |
| (2) | The reporting person agreed to the cancellation of his outstanding stock option, as reflected in this Form 4, for 75,000 shares of PRTS's common stock granted to the reporting person on March 15, 2011 (the "March 2011 Option") in exchange for a replacement option, for 21,428 shares of PRTS's common stock, having an exercise price of $0.9866 a share, which was granted to the reporting person on September 10, 2013 (the "First Replacement Option"). The reporting person tendered the March 2011 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on August 12, 2013, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to exchange outstanding options to purchase shares of common stock based on the exchange ratio of 3.5:1. Upon grant of the First Replacement Option to the reporting person, the March 2011 Option was canceled. |
| (3) | Twenty-five percent of the shares of stock subject to the option vest on September 10, 2014, and thereafter the balance of the option shares vest and become exercisable in a series of thirty-six equal monthly installments over the following three year period, so that all of the shares of stock subject to the option vest on September 10, 2017, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date. |
| (4) | The cancelled option provided for vesting such that twenty five percent of the shares of stock subject to the option were to vest on December 7, 2012, and thereafter the balance of the option shares were to vest and become exercisable in a series of thirty-six equal monthly installments over the following three year period, so that all of the shares of stock subject to the option were to be vested on December 7, 2015, subject to the reporting person's continued service relationship with the issuer or any subsidiary of the issuer on each such date. |
| (5) | The reporting person agreed to the cancellation of his outstanding stock option, as reflected in this Form 4, for 50,000 shares of PRTS's common stock granted to the reporting person on December 7, 2011 (the "December 2011 Option") in exchange for a replacement option, for 14,285 shares of PRTS's common stock, having an exercise price of $0.9866 a share, which was granted to the reporting person on September 10, 2013 (the "Second Replacement Option"). The reporting person tendered the December 2011 Option pursuant to the terms of the Schedule TO ?relating to an offer by the Company to certain employees to exchange outstanding options to purchase shares of common stock based on the exchange ratio of 3.5:1. Upon grant of the Second Replacement Option to the reporting person, the December 2011 Option was canceled. |