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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock (1) | $ 1.45 (2) | 03/25/2013 | P | 1,379,310 | (3) | (4) | Common Stock | 1,379,310 | (1) | 1,379,310 | I | See Note (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARMAN FREDERIC W C/O OAK INVESTMENT PARTNERS 900 MAIN AVENUE, SUITE 600 NORWALK, CT 06851 |
X | X | ||
Oak Investment Partners XI L P 900 MAIN AVENUE, SUITE 600 NORWALK, CT 06851 |
X |
/s/ Fredric W. Harman | 03/27/2013 | |
**Signature of Reporting Person | Date | |
Fredric W. Harman, Managing Member of Oak Associates XI, L.L.C., the General Partner of Oak Investment Partners XI, Limited Partnership | 03/27/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | The reported securities represent shares directly owned by Oak Investment Partners XI, Limited Partnership ("Oak XI, LP"). The Series A Convertible Preferred Stock was purchased by Oak XI, LP on March 25, 2013 for an aggregate purchase price of $1,999,999.50. |
(2) | The initial conversion price is $1.45 per share (which may be adjusted from time to time for any stock split, stock combination or other similar transaction of the Series A Convertible Preferred Stock). |
(3) | The Series A Convertible Preferred Stock is immediately convertible into Common Stock of the Issuer at the option of Oak XI, LP. In addition, the Series A Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer in other instances. |
(4) | The Series A Convertible Preferred Stock does not have an expiration date. |
(5) | The reported securities are directly held by Oak XI, LP. Oak Associates XI, L.L.C., as the general partner of Oak XI, LP, may be deemed to beneficially own the reported securities. |
Remarks: Remarks: Fredric W. Harman is a Director of U.S. Auto Parts Network, Inc. Mr. Harman is a Managing Member of Oak Associates XI, L.L.C., the General Partner of Oak XI, LP, and may be deemed to beneficially own the reported securities. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 for any other purpose. |