You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Oak Investment Partners XI, Limited Partnership | 5,017 | 5,017 | 5,017 | 5,017 | 5,017 | 0.01% |
| Oak Associates XI | 0 | 5,017 | 0 | 5,017 | 5,017 | 0.01% |
| Oak Management Corporation | 0 | 5,017 | 0 | 5,017 | 5,017 | 0.01% |
| Bandel L. Carano | 0 | 5,017 | 0 | 5,017 | 5,017 | 0.01% |
| Edward F. Glassmeyer | 0 | 5,017 | 0 | 5,017 | 5,017 | 0.01% |
| Fredric W. Harman | 5,017 | 5,017 | 5,017 | 0.01% | ||
| Ann H. Lamont | 5,017 | 0.01% |
Page 1 of 11 – SEC Filing
| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 4)* | |
| U.S. Auto | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 90343C100 | |
| (CUSIP Number) | |
| Fredric W. Harman Oak Management Corporation 901 Main Avenue, Suite 600 Norwalk, CT (203) 226-8346 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| May 15, 2017 | |
| (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), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 11 Pages)
______________________________
* 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 (“Act”) 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).
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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Oak Investment Partners XI, Limited Partnership | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 5,017 Shares of Common Stock | ||
| 8 | SHARED VOTING POWER Not applicable | |||
| 9 | SOLE DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER Not applicable | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Oak Associates XI, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER Not applicable | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER Not applicable | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON OO-LLC | |||
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Oak Management Corporation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER Not applicable | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER Not applicable | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Bandel L. Carano | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 Shares of Common Stock | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 6 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Edward F. Glassmeyer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 Shares of Common Stock | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 7 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Fredric W. Harman | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 Shares of Common Stock | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 8 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Ann H. Lamont | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 Shares of Common Stock | ||
| 8 | SHARED VOTING POWER 5,017 Shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER 5,017 Shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,017 Shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 9 of 11 – SEC Filing
Statement on Schedule 13D/A
This Amendment No. 4 to the statement
on Schedule 13D (this “Statement”) relates to the beneficial ownership of common stock, par value $0.001 per share
(the “Common Stock”), of U.S. Auto Parts Networks, Inc., a Delaware corporation (the “Company”). This Amendment
No. 4 to the statement on Schedule 13D is being filed on behalf of the Reporting Persons and amends and supplements the statement
on Schedule 13D originally filed with the United States Securities and Exchange Commission (“SEC”) by the Reporting Persons
on December 9, 2008, as previously amended. Unless otherwise defined, all capitalized terms used herein shall have the respective
meanings given to such terms in the initial Schedule 13D.
This Amendment No. 4 to the statement on Schedule
13D is being filed to reflect changes in the number of shares of Common Stock held and percentage beneficial ownership.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended | |
| The remaining 5,017 shares of Common Stock held by the Reporting Persons were distributed to the Reporting | |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by | |
| On March 30, 2017, Fredric W. Harman resigned from the Company’s board of directors. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5 of the Schedule 13D is hereby amended and restated as follows: | |
| (a) and (b) | |
| The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 34,628,267 shares of Common Stock outstanding as of May 10, 2017, as reported by the Company in its Quarterly Report on Form 10-Q for the period ended April 1, 2017 (as filed with the Securities and Exchange Commission on May 15, 2017). | |
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Page 10 of 11 – SEC Filing
| Oak Associates XI is the general partner of Oak Investment Partners | |
| Amounts shown as beneficially owned by each of Oak Investment Partners XI, Oak Associates XI, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include 5,017 shares of Common Stock owned directly by Oak Investment Partners XI. | |
| Please see Items 7, 8, 9, 10, 11 and 13 of the respective cover sheet for each Reporting Person. | |
| (c) On May 12, 2017, the Reporting Persons converted 1,379,310 shares of the Company’s Series A Preferred Stock into 1,379,310 shares of Common Stock (the “Conversion Shares”). On May 15, 2017, the Company distributed 10,806,405 shares of Common Stock, including the Conversion Shares, to its limited partners. | |
| (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. | |
| (e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of May 15, 2017. | |
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Page 11 of 11 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 16, 2017
| Entities: | ||
| Oak Investment Partners XI, Limited Partnership | ||
| Oak Associates XI, LLC | ||
| Oak Management Corporation | ||
| By: | /s/ Edward F. Glassmeyer | |
| Edward F. Glassmeyer, as General Partner or | ||
| Managing Member or as Attorney-in-fact for | ||
| the above-listed entities | ||
| Individuals: | ||
| Bandel L. Carano | ||
| Edward F. Glassmeyer | ||
| Fredric W. Harman | ||
| Ann H. Lamont | ||
| By: | /s/ Edward F. Glassmeyer | |
| Edward F. Glassmeyer, Individually and as | ||
| Attorney-in-fact for the above-listed | ||
| individuals | ||
