FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Nia Mehran
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2007
3. Issuer Name and Ticker or Trading Symbol
U.S. Auto Parts Network, Inc. [PRTS]
(Last)
(First)
(Middle)
C/O U.S. AUTO PARTS NETWORK, INC., 17150 SOUTH MARGAY AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres. and CEO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARSON, CA 90746
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,182,040
I
By Nia Living Trust, Established September 2, 2004 (1)
Common Stock 213,979
I
By the Mehran Nia Annuity Trust, Established November 18, 2006 (2)
Common Stock 213,979
I
By the Fariba Nia Annuity Trust, Established November 18, 2006 (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nia Mehran
C/O U.S. AUTO PARTS NETWORK, INC.
17150 SOUTH MARGAY AVENUE
CARSON, CA 90746
  X   X   Pres. and CEO  
Nia Living Trust, Established September 2, 2004
C/O U.S. AUTO PARTS NETWORK, INC.
17150 SOUTH MARGAY AVENUE
CARSON, CA 90746
    X    

Signatures

/s/ Mehran Nia 02/05/2007
**Signature of Reporting Person Date

/s/ Mehran Nia, as co-trustee 02/05/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares are owned directly by the Nia Living Trust, Established September 2, 2004 and indirectly by Mehran Nia as co-trustee of the trust, of which Mr. Nia is a beneficiary.
(2) These shares are owned directly by the Mehran Nia Annuity Trust, Established November 18, 2006 and indirectly by Mehran Nia as co-trustee and sole beneficiary of the trust.
(3) These shares are owned directly by the Fariba Nia Annuity Trust, Established November 18, 2006 and indirectly by Mehran Nia as a co-trustee of the trust, the sole beneficiary of which is Mr. Nia's spouse.

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