SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
U.S. Auto Parts Network, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
90343C100
(CUSIP Number)
Maguire Asset Management, LLC
1810 Ocean Way
Laguna Beach, California 92651
Attention: Timothy Maguire
Telephone: (610) 517-6058
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 2013
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 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 |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| Timothy Maguire | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 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 |
| United States |
| NUMBER OF | 7 | SOLE VOTING POWER 1,749,880 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER 1,749,880 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,749,880 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.3% | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
CUSIP No.: 90343C100
| 1. | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| Maguire Asset Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 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 |
| Delaware |
| NUMBER OF | 7 | SOLE VOTING POWER 1,749,880 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER 1,749,880 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,749,880 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.3% | |
| 14 | TYPE OF REPORTING PERSON |
| OO |
CUSIP No.: 90343C100
| 1. | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| Maguire Financial, 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 1,749,880 |
| SHARES | ||
| BENEFICIALLY | 8 | SHARED VOTING POWER - |
| OWNED BY | ||
| EACH | 9 | SOLE DISPOSITIVE POWER 1,749,880 |
| REPORTING | ||
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,749,880 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.3% | |
| 14 | TYPE OF REPORTING PERSON |
| PN |
EXPLANATORY NOTE
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed with respect to the common stock, par value $0.001 per share, of U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 3 supplements Items 4 and 7, and amends and restates Item 5, of the Schedule 13D originally filed on July 18, 2013.
| ITEM 4. | Purpose of Transaction. |
On December 5, 2013, Maguire Asset Management sent a letter to the Board of Directors of the Company, a copy of which is attached hereto as Exhibit D and is incorporated herein by reference.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) The Fund beneficially owns 1,749,880 shares of Common Stock, representing 5.3% of all of the outstanding shares of Common Stock. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as the managing member of Maguire Asset Management, each may be deemed to beneficially own the 1,749,880 shares of Common Stock held by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly by such Reporting Person. The percentage set forth in this response is based on 33,267,639 shares of Common Stock outstanding as of October 31, 2013, as reported by the Company in its 10Q filed with the SEC on November 6, 2013.
(b) Maguire Asset Management, the Fund and Mr. Maguire have sole power to vote or direct the vote of and to dispose or direct the disposition of the 1,749,880 shares of Common Stock held by the Fund.
(c) The Reporting Persons did not effect any transactions in the Common Stock in the last sixty (60) days, other than as follows (all of which were effected in the open market):
| Transaction Type | Transaction Date | Qty | Trade Price | |||||||||
| Sale | 11-Nov-13 | 10,100 | $ | 2.5999 | ||||||||
| Sale | 7-Nov-13 | 25,000 | $ | 2.4387 | ||||||||
| Buy | 16-Oct-13 | 5,000 | $ | 1.68 | ||||||||
(d) Not applicable.
(e) Not applicable.
| ITEM 7. | Material to be Filed as Exhibits. |
Exhibit D. Letter dated December 5, 2013 to the Board of Directors of U.S. Auto Parts Network, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 5, 2013
| /s/ Timothy Maguire | |||
| Timothy Maguire | |||
| Maguire Asset Management, LLC | |||
| By: | /s/ Timothy Maguire | ||
| Timothy Maguire, Managing Member | |||
| Maguire Financial, LP | |||
| By: | Maguire Asset Management, LLC, its general partner | ||
| By: | /s/ Timothy Maguire | ||
| Timothy Maguire, Managing Member | |||
Exhibit List
Exhibit A - Joint Filing Agreement (previously filed)
Exhibit B - Letter dated July 26, 2013 to the Chairman of the Nominating and Corporate Governance Committee of U.S. Auto Parts Network, Inc. (previously filed)
Exhibit C - Letter dated September 24, 2013 to the Board of Directors of U.S. Auto Parts Network, Inc. (previously filed)
Exhibit D - Letter dated December 5, 2013 to the Board of Directors of U.S. Auto Parts Network, Inc. (attached hereto)