U.S. AUTO PARTS NETWORK, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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90343C100
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(CUSIP Number)
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June 19, 2020
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(Date of Event Which Requires Filing of this Statement)
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☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 90343C100
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1
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NAMES OF REPORTING PERSONS
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Sol Khazani
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☒
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,870,836(1)
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6
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SHARED VOTING POWER
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NONE
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7
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SOLE DISPOSITIVE POWER
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2,870,836(1)
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8
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SHARED DISPOSITIVE POWER
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NONE
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,870,836(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.2%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*
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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.
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(1)
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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.
|
CUSIP No. 90343C100
|
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
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The trust is governed by the laws of the state of California.
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||||
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.
|
CUSIP No. 90343C100
|
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.
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Item 4.
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Ownership.
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As of June 19, 2020:
|
||||
(a)
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Amount beneficially owned:
|
|||
Sol Khazani
|
2,870,836
|
|||
Sol Khazani Living Trust Established June 1, 2007
|
2,870,836
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
2,870,836
|
|||
(b)
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Percent of class:
|
|||
Sol Khazani
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7.2%
|
|||
Sol Khazani Living Trust Established June 1, 2007
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7.2%
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
7.2%
|
|||
(c)
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Number of shares as to which such person has:
|
|||
(i)
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Sole power to vote or to direct the vote:
|
|||
Sol Khazani
|
2,870,836
|
|||
Sol Khazani Living Trust Established June 1, 2007
|
2,870,836
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
2,870,836
|
|||
(ii)
|
Shared power to vote or to direct the vote:
|
|||
Sol Khazani
|
0
|
|||
Sol Khazani Living Trust Established June 1, 2007
|
0
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
0
|
|||
(iii)
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Sole power to dispose or to direct the disposition of:
|
|||
Sol Khazani
|
2,870,836
|
|||
Sol Khazani Living Trust Established June 1, 2007
|
2,870,836
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
2,870,836
|
|||
(iv)
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Shared power to dispose or to direct the disposition of:
|
|||
Sol Khazani
|
0
|
|||
Sol Khazani Living Trust Established June 1, 2007
|
0
|
|||
Sol Khazani Annuity Trust Established November 18, 2006
|
0
|
|||
June 30, 2020
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(Date)
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||
/s/ SOL KHAZANI
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||
Sol Khazani
|
||
SOL KHAZANI LIVING TRUST ESTABLISHED JUNE 1, 2007
|
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/s/ SOL KHAZANI
|
||
By:
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Sol Khazani
|
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Its:
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Sole Trustee
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SOL KHAZANI ANNUITY TRUST ESTABLISHED NOVEMBER 18, 2006
|
||
/s/ SOL KHAZANI
|
||
By:
|
Sol Khazani
|
|
Its:
|
Sole Trustee
|