-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FFTM/w9w9lduV+HWOQkINMTvzsdEkZTZQmAtJyJZsbLbX0aBGcQRjqhBBivcqobi orD/Vm9DLgHC3Ng6QMfXaQ== 0000904454-08-000034.txt : 20080212 0000904454-08-000034.hdr.sgml : 20080212 20080212142310 ACCESSION NUMBER: 0000904454-08-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 08597551 BUSINESS ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3109724057 MAIL ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC DATE OF NAME CHANGE: 19940128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Costa Brava Partnership III LP CENTRAL INDEX KEY: 0001319959 IRS NUMBER: 043387028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-595-4400 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 s13ga_021108-motorcar.htm AMD TO SCHED 13G FOR MOTORCAR PARTS BY COSTA BRAVA III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2*)

Motorcar Parts of America, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

620071100

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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

[

] Rule 13d-1(b)

[ X ] 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).

CUSIP NO. 620071100 Page 2 of 6 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	Costa Brava Partnership III L.P. 04-3387028
2)	Check the Appropriate Box if a Member of a Group	(a) [ ] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization	A Delaware limited partnership
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power	982,608 (including shares issuable upon exercise of warrants)¹
		6)	Shared Voting Power	-0-
		7)	Sole Dispositive Power	982,608 (including shares issuable upon exercise of warrants)¹
		8)	Shared Dispositive Power	-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person:	982,608 (including shares issuable upon exercise of warrants)¹
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11)	Percent of Class Represented by Amount in Row (9):	8.2%²
12)	Type of Reporting Person (see instructions):	PN

_________________________

¹ The Reporting Persons were the beneficial owners of 982,608 shares of the Issuer’s Common Stock, $0.01 par value on December 31, 2007, which includes 13,650 shares issuable upon exercise of warrants.

² The percentage ownership of the Reporting Persons in the Issuer’s Common Stock, $0.01 par value is based upon 12,062,280 issued and outstanding shares as of November 5, 2007, as reported by the Issuer in its filing on Form 10-Q for the fiscal quarter ended September 30, 2007.

CUSIP NO. 620071100 Page 3 of 6 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	Roark, Rearden & Hamot, LLC 10-0000708
2)	Check the Appropriate Box if a Member of a Group	(a) [ ] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization	A Delaware limited liability company
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power	982,608 (including shares issuable upon exercise of warrants)¹
		6)	Shared Voting Power	-0-
		7)	Sole Dispositive Power	982,608 (including shares issuable upon exercise of warrants)¹
		8)	Shared Dispositive Power	-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person:	982,608 (including shares issuable upon exercise of warrants)¹
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11)	Percent of Class Represented by Amount in Row (9):	8.2%²
12)	Type of Reporting Person (see instructions):	OO

_________________________

CUSIP NO. 620071100 Page 4 of 6 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	Seth W. Hamot
2)	Check the Appropriate Box if a Member of a Group	(a) [ ] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization	A Delaware limited liability company
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power	982,608 (including shares issuable upon exercise of warrants)¹
		6)	Shared Voting Power	-0-
		7)	Sole Dispositive Power	982,608 (including shares issuable upon exercise of warrants)¹
		8)	Shared Dispositive Power	-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person:	982,608 (including shares issuable upon exercise of warrants)¹
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11)	Percent of Class Represented by Amount in Row (9):	8.2%²
12)	Type of Reporting Person (see instructions):	IN, HC

_________________________

CUSIP NO. 620071100 Page 5 of 6 Pages

Schedule 13G (Amendment No. 2)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on June 28, 2006 and Amendment No. 1 thereto filed on December 22, 2006 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended and restated to read in their entirety as follows:

Item 4.

Ownership.

The information requested in Item 4 is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The Reporting Persons have agreed that this Schedule may be filed by Costa Brava Partnership III L.P. on behalf of all of them jointly pursuant to Rule 13d-1(k)(1). A copy of such agreement is attached as Exhibit 1 to this Schedule.

CUSIP NO. 620071100

Page 6 of 6 Pages

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.

Dated:

February 11, 2008

COSTA BRAVA PARTNERSHIP III L.P.
By:	Roark, Rearden & Hamot, LLC, its General Partner
	By:	/s/ Seth W. Hamot
		Name: Seth W. Hamot Title: President

Exhibit 1

AGREEMENT REGARDING

THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:

February 11, 2008

COSTA BRAVA PARTNERSHIP III L.P.
By:	Roark, Rearden & Hamot, LLC, its General Partner
	By:	/s/ Seth W. Hamot
		Name: Seth W. Hamot Title: President
ROARK, REARDEN & HAMOT, LLC
	By:	/s/ Seth W. Hamot
		Name: Seth W. Hamot Title: President
SETH W. HAMOT
	By:	/s/ Seth W. Hamot
		Seth W. Hamot

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