Sec Form 13G Filing - Khazani Sol filing for CarParts.com Inc. (PRTS) - 2020-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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1	NAMES OF REPORTING PERSONS
	Sol Khazani
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	&#x A0;
			2,870,836(1)
		6	SHARED VOTING POWER
			NONE
		7	SOLE DISPOSITIVE POWER
			2,870,836(1)
		8	SHARED DISPOSITIVE POWER
			NONE
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,870,836(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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*	Based on 37,169,327 shares of Common Stock outstanding and 2,620,687 shares of Series A Convertible Preferred outstanding as of March 25, 2020, as reported in the Issuer’s Proxy Statement on Schedule 14A filed on April 27, 2020, totaling 39,790,014 shares on an as-converted basis.

(1)

Consists of (i) 2,632,203 shares of Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007 , of which Mr. Khazani is the sole trustee, (ii) 213,979 shares of Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee, and (iii) 24,654 shares of Common Stock issued in lieu of preferred stock dividends.

1	NAMES OF REPORTING PERSONS
	Sol Khazani Living Trust Established June 1, 2007
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	The trust is governed by the laws of the state of California.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,870,836(1)
		6	SHARED VOTING POWER
			NONE
		7	SOLE DISPOSITIVE POWER
			2,870,836(1)
		8	SHARED DISPOSITIVE POWER
			NONE
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,870,836(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*	Based on 37,169,327 shares of Common Stock outstanding and 2,620,687 shares of Series A Convertible Preferred outstanding as of March 25, 2020, as reported in the Issuer’s Proxy Statement on Schedule 14A filed on April 27, 2020, totaling 39,790,014 shares on an as-converted basis.

(1)

Consists of (i) 2,632,203 shares of Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee, (ii) 213,979 shares of Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee, and (iii) 24,654 shares of Common Stock issued in lieu of preferred stock dividends.

1	NAMES OF REPORTING PERSONS
	Sol Khazani Annuity Trust Established November 18, 2006
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	The trust is governed by the laws of the state of California.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,870,836(1)
		6	SHARED VOTING POWER
			NONE
		7	SOLE DISPOSITIVE POWER
			2,870,836(1)
		8	SHARED DISPOSITIVE POWER
			NONE
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,870,836(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*	Based on 37,169,327 shares of Common Stock outstanding and 2,620,687 shares of Series A Convertible Preferred outstanding as of March 25, 2020 totaling 39,790,014 shares, as reported in the Issuer’s Proxy Statement on Schedule 14A filed on April 27, 2020.

(1)

Consists of (i) 2,632,203 shares of Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee, (ii) 213,979 shares of Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee, and (iii) 24,654 shares of Common Stock issued in lieu of preferred stock dividends.

This Amendment No. 2 amends (a) the Schedule 13G filed on February 14, 2008 (the “Initial Schedule 13G”) by Sol Khazani, Mina Khazani and the Khazani Living Trust Established October 26, 2004 (the “Reporting Persons”) relating to the common stock, par value $0.001 per share (the “Common Stock”) of U.S. Auto Parts Network, Inc., a Delaware corporation (the “Issuer”) and (b) Amendment No. 1 to the Initial Schedule 13G, filed by the Reporting Persons on March 29, 2019 (the “Previous Amendment”).  Except as set forth below, all Items of the Initial Schedule 13D, as amended by the Previous Amendment, 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 Amendment, as applicable.

The shares of Common Stock beneficially owned by Sol Khazani consists of (i) 2,632,203 shares of Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee, (ii) 213,979 shares of Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee, and (iii) 24,654 shares of Common Stock issued in lieu of preferred stock dividends.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.