Sec Form 13D Filing - 325 CAPITAL LLC filing for MOTORCAR PARTS OF AMERICA INC (MPAA) - 2023-06-09

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

Motorcar Parts of America, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

 

Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

 

620071100
(CUSIP Number)

 

Michael Braner

325 Capital LLC

200 Park Avenue 17th Floor

New York, NY 10016

646-774-2904

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
May 18, 2023

(Date of Event which Requires

Filing of this Statement)

 

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).

 

 

  
 

 

SCHEDULE 13D

 

CUSIP No. 620071100   Page 2 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 32-0588582

 

 

325 Capital Master Fund LP

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

< b>7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  264,608

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  264,608

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.4%

 

14

 

TYPE OF REPORTING PERSON

  PN

 

  
 

 

CUSIP No. 620071100   Page 3 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 32-0588582

 

 

325 Capital GP LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF: OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  264,608

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  264,608

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.4%

 

14

 

TYPE OF REPORTING PERSON

  OO

 

  
 

 

CUSIP No. 620071100   Page 4 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 32-0588582

 

 

325 Capital LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF: OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  1,405,057

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  1,405,057

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.2%

 

14

 

TYPE OF REPORTING PERSON

  OO

 

  
 

 

CUSIP No. 620071100   Page 5 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Michael Braner

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF: OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  1,405,057

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  1,405,057

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.2%

 

14

 

TYPE OF REPORTING PERSON

  IN

 

  
 

 

CUSIP No. 620071100   Page 6 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Daniel Friedberg

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF: OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  1,405,057

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  1,405,057

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.2%

 

14

 

TYPE OF REPORTING PERSON

  IN

 

  
 

 

CUSIP No. 620071100   Page 7 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Anil Shrivastava

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF: OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  0

 

8

 

SHARED VOTING POWER

  1,405,057

 

9

 

SOLE DISPOSITIVE POWER

  0

 

10

 

SHARED DISPOSITIVE POWER

  1,405,057

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.2%

 

14

 

TYPE OF REPORTING PERSON

  IN

 

  
 

 

Page 8 of 9

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No.1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 264,608 Shares beneficially owned directly by 325 Master Fund is approximately $4,914,854. The aggregate purchase price for the 1,140,449 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $19,812,611 (inclusive of brokerage commissions and other costs of execution).

 

The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the respective capital of the Clients.

 

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(a)-(c) are hereby amended and restated to read as follows:

 

(a) As of the close of business on June 9, 2023, the Reporting Persons beneficially owned an aggregate of 1,405,057 Shares, which represented 7.2% of the outstanding Shares, based upon 19,491,395 Shares outstanding as of February 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 9, 2023.

 

(b) Sole power to vote or direct the vote: 0

 

Shared power to vote or direct the vote: 1,405,057

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 1,405,057

 

(c) The transactions in the Shares by the Reporting Persons over the last 60 days are set forth in Exhibit 2 attached hereto and are incorporated herein by reference.

 

 

Item 7.Material to be Filed as Exhibits.

 

Item 7 is hereby amended and restated to read as follows:

 

Exhibit 1          Joint Filing Agreement, dated March 18, 2022

 

A Joint Filing Agreement by the Reporting Persons was previously filed as an Exhibit to Schedule 13D on March 18, 2022.

 

Exhibit 2          Schedule of Transactions

 

  
 

 

Page 9 of 9

 

Signatures

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 9, 2023 325 CAPITAL MASTER FUND LP
     
     
  By: /s/ Michael Braner
  Name  Michael Braner
  Title  Managing Member
     
  325 CAPITAL GP, LLC
     
     
  By: /s/ Michael Braner
  Name  Michael Braner
  Title Managing Member
     

 

  325 CAPITAL LLC
     
  By: /s/ Michael Braner
  Name  Michael Braner
  Title  Managing Partner
     
  MICHAEL BRANER
     
     
  By: /s/ Michael Braner
  Name  Michael Braner
     
     
  DANIEL FRIEDBERG
     
     
  By: /s/ Daniel Friedberg
  Name  Daniel Friedberg
     
     
  ANIL SHRIVASTAVA
     
     
  By: /s/ Anil Shrivastava
  Name  Anil Shrivastava

 

  
 

 

EXHIBIT 2

 

SCHEDULE OF TRANSACTIONS

 

325 Capital Master Fund LP

 

 

Nature of the Transaction

Date of Transaction

Number of

Shares Purchased

Price

Per Share*

Purchase of Common Stock May 10, 2023  8,018  $5.06
Purchase of Common Stock May 11, 2023  5,678  $5.42
Purchase of Common Stock May 12, 2023  4,517  $5.50
Purchase of Common Stock May 15, 2023  153  $5.49
Purchase of Common Stock May 16, 2023  3,482  $5.50
Purchase of Common Stock May 17, 2023  7,695  $5.86
Purchase of Common Stock May 18, 2023  2,547  $6.40
Purchase of Common Stock May 19, 2023  9,615  $6.26
Purchase of Common Stock May 22, 2023  3,988  $6.24

 

325 Capital LLC (through the Separately Managed Accounts)

 

 

Nature of the Transaction

Date of Transaction

Number of

Shares Purchased

Price

Per Share*

Purchase of Common Stock 05/10/2023  41,786  $5.06
Purchase of Common Stock 05/11/2023  29,591  $5.42
Purchase of Common Stock 05/12/2023  23,537  $5.50
Purchase of Common Stock 05/15/2023  801  $5.49
Purchase of Common Stock 05/16/2023  18,148  $5.50
Purchase of Common Stock 05/17/2023  40,096  $5.86
Purchase of Common Stock 05/18/2023  13,272  $6.40
Purchase of Common Stock 05/19/2023  50,108  $6.26
Purchase of Common Stock 05/22/2023  20,783  $6.24
Purchase of Common Stock 05/23/2023  824  $6.41
Purchase of Common Stock 05/24/2023  18,340  $6.35
Purchase of Common Stock 05/25/2023  14,432  $6.02
Purchase of Common Stock 05/26/2023  11,346  $6.33
Purchase of Common Stock 05/30/2023  14,538  $6.09
Purchase of Common Stock 05/31/2023  14,668  $5.59

 

* The Price Per Share reported above is a weighted average price. The Shares were acquired in multiple transactions at a range of prices as reflected in the table above. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the ranges set forth above.