0001213900-20-015378.txt : 20200619 0001213900-20-015378.hdr.sgml : 20200619 20200619173101 ACCESSION NUMBER: 0001213900-20-015378 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200619 DATE AS OF CHANGE: 20200619 GROUP MEMBERS: DAVID L. KANEN GROUP MEMBERS: KANEN WEALTH MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Auto Parts Network, Inc. CENTRAL INDEX KEY: 0001378950 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 680623433 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82976 FILM NUMBER: 20976637 BUSINESS ADDRESS: STREET 1: 16941 KEEGAN AVE CITY: CARSON STATE: CA ZIP: 90746 BUSINESS PHONE: (310) 735-0085 MAIL ADDRESS: STREET 1: 16941 KEEGAN AVE CITY: CARSON STATE: CA ZIP: 90746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Philotimo Fund, LP CENTRAL INDEX KEY: 0001688522 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 BUSINESS PHONE: 631-863-3100 MAIL ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 SC 13D/A 1 ea123256-13da4philo_usauto.htm AMENDMENT NO. 4 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

U.S. Auto Parts Network, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

90343C100

(CUSIP Number)

 

Mr. David L. Kanen

Kanen Wealth Management, LLC

5850 Coral Ridge Drive, Suite 309

Coral Springs, FL 33076

(631) 863-3100

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 16th, 2020

(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 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).

 

 

 

 

 

 

CUSIP NO. 90343C100

                                       
  1   NAME OF REPORTING PERSON  
         
        PHILOTIMO FUND, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
         
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,233,418  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
           
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,233,418  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,233,418  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
         
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.34%  
  14   TYPE OF REPORTING PERSON  
         
        IA, PN  

 

2

 

 

CUSIP NO. 90343C100

                                       
  1   NAME OF REPORTING PERSON  
         
        KANEN WEALTH MANAGEMENT, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   SOURCE OF FUNDS  
         
        OO; AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
         
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        FLORIDA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,445,262  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
           
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,445,262  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,445,262  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
         
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        12.04%  
  14   TYPE OF REPORTING PERSON  
         
        IA, OO  

 

3

 

 

CUSIP NO. 90343C100

                                       
  1   NAME OF REPORTING PERSON  
         
        DAVID L. KANEN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   SOURCE OF FUNDS  
         
        PF; OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
         
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         229,230  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,445,262  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
           
          229,230  
    10   SHARED DISPOSITIVE POWER  
           
          4,445,262  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,674,492  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
         
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        12.67%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

4

 

 

CUSIP NO. 90343C100

 

The following Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on December 10th, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on October 26, 2018, Amendment No. 2 filed on December 3, 2018, and Amendment No. 3 filed on December 10, 2018 (collectively the “Schedule 13D”) relating to the common stock, $0.001 par value per share (the “Shares”), of U.S. Auto Parts Network, Inc. (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and restated to read as follows:

 

Mr. Kanen resigned from the Board of Directors of the Issuer and is no longer held to the obligations related to his directorship as described in previous amendments to this 13D.

 

Item 5. Interest in Securities of the Issuer.

 

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

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 36,891,673 Shares outstanding as of May 4, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2020.

 

A. Philotimo

 

(a) As of the close of business on June 19th, 2020, Philotimo beneficially owned 1,233,418 Shares.

 

Percentage: Approximately 3.34%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,233,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,233,418

 

(c) The transactions in the Shares by Philotimo during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

B. KWM

 

  (a) As of the close of business on June 19th, 2020, KWM beneficially owned 3,211,844 Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 1,233,418 Shares owned by Philotimo.

 

Percentage: Approximately 12.04%

 

  (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,445,262
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,445,262

 

  (c) The transactions in the Shares by KWM during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

5

 

 

C. Mr. Kanen

 

  (a) As of the close of business on June 19th, 2020, Mr. Kanen beneficially owned 229,230 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 3,211,844 Shares owned by KWM and (ii) 1,233,418 Shares owned by Philotimo.

 

Percentage: Approximately 12.67%

 

  (b) 1. Sole power to vote or direct vote: 229,230
2. Shared power to vote or direct vote: 4,445,262
3. Sole power to dispose or direct the disposition: 229,230
4. Shared power to dispose or direct the disposition: 4,445,262

 

  (c) The transactions in the Shares by Mr. Kanen during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

 

KWM, in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in the Accounts.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

The response to Item 4 of this Schedule 13D is incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits.

 

6

 

 

CUSIP NO. 90343C100

SIGNATURES

 

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

Dated: June 19th, 2020

 

  KANEN WEALTH MANAGEMENT, LLC
   
  By:

/s/ David L. Kanen

    Name: David L. Kanen
    Title: Managing Member
       
  PHILOTIMO FUND, LP
     
  By:

Kanen Wealth Management, LLC

its general partner

     
  By:

/s/ David L. Kanen

    Name: David L. Kanen
    Title: Managing Member

 

 

/s/ David L. Kanen

  DAVID L. KANEN

 

7

 

 

CUSIP NO. 90343C100

 

SCHEDULE A

 

Schedule of Transactions in the Shares

 

Nature of the Transaction  Amount of Shares
Purchased/(Sold)		  Price per Share ($)  Date of
Purchase/Sale

 

KANEN WEALTH MANAGEMENT, llC

 

*   2,347   N/A   04/22/2020

 

Philotimo fund, lp

 

Sale of Common Stock   260,364   9.0071   06/09/2020
Sale of Common Stock   183,544   9.0317   06/16/2020
Sale of Common Stock   109,477   8.9430   06/17/2020
Sale of Common Stock   52,775   8.8949   06/18/2020
Sale of Common Stock   77,755   8.7218   06/19/2020
Sale of Common Stock   200,000   8.6900   06/19/2020

 

 

* Client initiated transfer of assets out.