8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 13, 2012

DORMAN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-18914	23-2078856
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3400 East Walnut Street, Colmar, Pennsylvania		18915
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 997-1800

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefits Plans.

On March 13, 2012, Dorman Products, Inc. (the “Company”) sent a notice pursuant to Section 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended (the “Notice”), to its directors and executive officers informing them that due to a change in the third party provider of administrative services for the Company’s 401(k) Retirement Plan and Trust (the “Plan”), Plan participants will be unable to make changes in investment elections or deferral percentages in the Plan or request loans or distributions, including with respect to the Company’s common stock in the Plan, during the period beginning March 28, 2012 and ending during the week of April 8, 2012 (the “Blackout Period”). During the Blackout Period, all directors and executive officers of the Company will be prohibited from purchasing, selling or otherwise transferring any equity securities of the Company or exercising any derivative securities if such securities were acquired in connection with employment or service as a director or executive officer of the Company.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, shareholders or other interested parties may obtain, without charge, information regarding the Blackout Period, including the actual beginning and ending dates of the Blackout Period, by contacting the Office of General Counsel, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA, 18195, or by telephone at (215) 997-1800.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Notice of Blackout Period to Directors and Executive Officers of Dorman Products, Inc. dated March 13, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DORMAN PRODUCTS, INC.
Date: March 13, 2012	By:	/s/ Matthew Kohnke
		Name: Matthew Kohnke
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

MEMORANDUM

TO:	Members of the Board of Directors and Executive Officers
DATE:	March 13, 2012
SUBJECT:	Notice of Blackout Period to Directors and Executive Officers

Federal securities laws require us to send you a notice whenever restrictions are imposed on your trading in Dorman Products, Inc. (the “Company”) equity securities due to a blackout of the Dorman 401(k) Retirement Plan and Trust (the “Plan”) that lasts for a period of more than three consecutive business days. As some of you may know, the blackout, which will commence on March 28, 2012 and end during the week of April 8, 2012 (the “Blackout Period”), is necessary to complete the transition of the recordkeeping and administration services associated with the Plan to The Vanguard Group, who will become the new trustee for the Plan.

During the Blackout Period, participants in the Plan will not be able to purchase or otherwise acquire or sell or otherwise dispose of interests in the equity securities of the Company held by the Plan. Participants will not be able to make changes in investment elections or deferral percentages in the Plan or request loans or distributions.

The Company is requiring directors and executive officers of the Company refrain from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity security of the Company during the Blackout Period that temporarily prevents Plan participants from engaging in equity securities transactions through their plan accounts if the director or executive officer acquired the equity security in connection with his or her service or employment as a director or executive officer. Accordingly, during the Blackout Period, you may not purchase, sell or otherwise transfer any equity securities of the Company or exercise any derivative securities that you acquired in connection with your service or employment as a director or executive officer of the Company. As a director or executive officer of the Company, these prohibitions apply to you and to members of your immediate family who share your household, as well as by trusts, corporations and other entities whose equity ownership may be attributed to you.

Please note that any equity security of the Company that you purchase, sell or otherwise transfer during the Blackout Period will be automatically treated as acquired in connection with your service or employment as a director or executive officer of the Company unless you establish that the equity securities were acquired from another source and that such identification is consistent with your treatment for any purposes and all other disclosure and reporting purposes.

This Blackout Period is separate from, and in addition to, any other restrictions on trading Company equity securities currently applicable to the Company’s directors and executive officers.

This notice will be filed with the Securities and Exchange Commission as part of a current report on Form 8-K.

Please direct inquiries about the Blackout Period, including information as to whether the Blackout Period has begun or ended, or questions and requests for pre-clearance of your transactions in equity securities of the Company to Thomas J. Knoblauch, Vice President and General Counsel, at (215) 712-5222, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA, 18915.

/s/ Thomas J. Knoblauch

Name: Thomas J. Knoblauch

Title: Vice President and General Counsel