Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

Motorcar Parts of America, Inc.

(Name of Issuer)   Common Stock, par value $.01 per share

(Title of Class of Securities)

 

620071100

(CUSIP Number)

 

 

Mr. Chad Atkins Private Capital Management, LLC 8889 Pelican Bay Boulevard, Suite 500 Naples, FL 34108 (239) 254-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2022

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

 

*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).

 

 

SCHEDULE 13D

CUSIP No.		620071100		Page 2 of 21 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Private Capital Management, LLC (46-3167283)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)				(a)	¨
					(b)	¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Private Capital Management, LLC Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		Private Capital Management, LLC          358,786
	8	SHARED VOTING POWER*
		Private Capital Management, LLC         980,924
	9	SOLE DISPOSITIVE POWER
		Private Capital Management, LLC          358,786
	10	SHARED DISPOSITIVE POWER
		Private Capital Management, LLC         980,924

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Private Capital Management, LLC         1,339,710**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)	¨
	(SEE INSTRUCTIONS)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Private Capital Management, LLC         7.01%
14	TYPE OF REPORTING PERSON
	Private Capital Management IA

 

 

SCHEDULE 13D

CUSIP No.		620071100		Page 3 of 21 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Mr. Gregg J. Powers
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)				(a)	¨
					(b)	¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Gregg J. Powers                                      USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		Gregg J. Powers                                  225,000
	8	SHARED VOTING POWER*
		Gregg J. Powers                                   1,339,710
	9	SOLE DISPOSITIVE POWER
		Gregg J. Powers                                  225,000
	10	SHARED DISPOSITIVE POWER
		Gregg J. Powers                                   1,339,710

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Gregg J. Powers                                  225,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)	¨
	(SEE INSTRUCTIONS)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Gregg J. Powers                                       1.18%
14	TYPE OF REPORTING PERSON
	Gregg J. Powers IN

 

 

Item 1.

Security and Issuer.

 

This statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, $.01 par value per share (the “Common Stock”), of Motorcar Parts of America, Inc., a New York corporation (the “Issuer”), whose principal executive offices are located at 2929 California Street, Torrance, CA 90503. The common stock is listed on The Nasdaq Global Select Market.

 

Item 2.

Identity and Background.

 

(a)       This Schedule 13D is filed by Private Capital Management, LLC (“PCM”) and Gregg J. Powers, the CEO and Portfolio Manager of PCM. PCM and Mr. Powers are collectively referred to as the “Reporting Persons”. Mr. Powers disclaims beneficial ownership for the shares held by PCM. The Reporting Persons disclaim the existence of a group with respect to any third party.

 

(b)        Each of the Reporting Person’s business addresses are 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108.

 

(c)        PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM has the power and authority to make decisions to buy and sell securities on behalf of its clients. Mr. Powers, as CEO and Portfolio Manager of PCM, has the authority to direct the actions of PCM including the decisions to buy and sell stock.

 

(d)       None of the Reporting Persons has, during the last five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

 

(e)       None of the Reporting Persons has, during the last five years, been a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       PCM is a limited liability corporation organized under the laws of the state of Delaware. Mr. Powers is a United States citizen.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

PCM has acquired shares of Common Stock at an aggregate purchase price of $25,251,899 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients.

 

Mr. Powers acquired 225,500 shares of Common Stock at an aggregate purchase price of $3,908,098, which were acquired with his personal funds.

 

Item 4.

Purpose of Transaction.

 

PCM has acquired shares of Common Stock in the normal course of its business as a registered investment adviser investing Client assets on a fully discretionary basis. PCM intends to engage with company management regarding available options for surfacing shareholder value over a reasonably determinate time frame. However, at this juncture PCM does not have a current intention to engage with management regarding (or otherwise pursuing) any of the activities listed in Item 4 (f) thru (i) set forth below.

 

(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the issuer;

(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

 

(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)

Any action similar to any of those enumerated above.

 

Item 5.

Interest in Securities of the Issuer.

 

(a & b) The information contained in the cover pages of the Reporting Persons filed herewith is incorporated herein.

 

(c)       The Reporting Persons acquired all of the shares of the Issuer pursuant to the purchase of Common Stock. All purchases and sales in the last 60 days are attached to this schedule. All purchases of Common Stock by the Reporting Persons within the last 60 days have been for PCM Clients.

 

(d)       Not applicable.

 

(e)       Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7.

Material to be Filed as Exhibits.

 

Not applicable.

 

 

*PCM exercises shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client's discretion.

 

 

**PCM disclaims beneficial ownership of shares over which it has dispositive power and disclaims the existence of a group.

 

 

Page 6 of 14

 

Signatures

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

Dated:  July 18, 2022	Private Capital Management, LLC
	By:	/s/  Chad D. Atkins
		Chad D. Atkins
		President, General Counsel and CCO

 

 

	Gregg J. Powers
	By:	/s/  Gregg J. Powers
		CEO & Portfolio Manager, Private Capital Management, LLC

 

 

Page 7 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
5/27/2022	Buy	Reporting Person 1	2,200	14.00
5/27/2022	Buy	Reporting Person 1	1,455	14.05
6/2/2022	Sell	Reporting Person 1	35	15.21
6/2/2022	Sell	Reporting Person 1	360	15.21
6/3/2022	Buy	Reporting Person 1	1,000	15.01
6/6/2022	Buy	Reporting Person 1	2,173	15.45
6/7/2022	Buy	Reporting Person 1	3,400	15.91
6/8/2022	Buy	Reporting Person 1	2,746	16.04
6/9/2022	Buy	Reporting Person 1	5,017	16.29
6/9/2022	Buy	Reporting Person 1	1,000	16.29
6/9/2022	Sell	Reporting Person 1	750	16.29
6/10/2022	Buy	Reporting Person 1	9,500	15.87
6/13/2022	Buy	Reporting Person 1	4,700	15.56
6/13/2022	Buy	Reporting Person 1	4,868	15.57
6/14/2022	Buy	Reporting Person 1	1,200	14.01
6/14/2022	Buy	Reporting Person 1	5,671	14.41
6/16/2022	Buy	Reporting Person 1	800	13.99
6/16/2022	Buy	Reporting Person 1	1,425	14.05
6/16/2022	Buy	Reporting Person 1	600	14.05
6/16/2022	Sell	Reporting Person 1	640	14.10
6/17/2022	Buy	Reporting Person 1	2,000	13.55
6/28/2022	Buy	Reporting Person 1	1,330	14.14
6/30/2022	Buy	Reporting Person 1	1,900	13.05

 

 

Page 8 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
6/30/2022	Buy	Reporting Person 1	475	13.01
6/30/2022	Buy	Reporting Person 1	2,520	12.91
6/30/2022	Buy	Reporting Person 1	108	13.12
6/30/2022	Buy	Reporting Person 1	2,320	12.92
6/30/2022	Buy	Reporting Person 1	281	13.00
6/30/2022	Buy	Reporting Person 1	935	12.87
6/30/2022	Buy	Reporting Person 1	550	13.00
6/30/2022	Buy	Reporting Person 1	735	13.00
6/30/2022	Buy	Reporting Person 1	940	13.00
6/30/2022	Buy	Reporting Person 1	750	13.00
6/30/2022	Buy	Reporting Person 1	800	13.00
6/30/2022	Buy	Reporting Person 1	1,200	12.87
6/30/2022	Buy	Reporting Person 1	2,200	13.00
7/1/2022	Buy	Reporting Person 1	2,000	13.52
7/1/2022	Buy	Reporting Person 1	331	13.22
7/1/2022	Buy	Reporting Person 1	765	13.34
7/1/2022	Buy	Reporting Person 1	435	13.34
7/1/2022	Buy	Reporting Person 1	6,184	13.49
7/1/2022	Buy	Reporting Person 1	700	13.51
7/5/2022	Buy	Reporting Person 1	5,932	13.32
7/5/2022	Buy	Reporting Person 1	1,125	13.32
7/5/2022	Buy	Reporting Person 1	1,280	13.32
7/5/2022	Buy	Reporting Person 1	490	13.28

 

 

Page 9 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
7/5/2022	Buy	Reporting Person 1	2,280	13.28
7/5/2022	Buy	Reporting Person 1	720	13.28
7/5/2022	Buy	Reporting Person 1	900	13.32
7/5/2022	Buy	Reporting Person 1	305	13.37
7/5/2022	Buy	Reporting Person 1	1,260	13.32
7/5/2022	Buy	Reporting Person 1	940	13.28
7/5/2022	Buy	Reporting Person 1	950	13.32
7/5/2022	Buy	Reporting Person 1	1,565	13.31
7/5/2022	Buy	Reporting Person 1	275	13.12
7/5/2022	Buy	Reporting Person 1	390	13.35
7/5/2022	Buy	Reporting Person 1	6,200	13.32
7/5/2022	Buy	Reporting Person 1	375	13.19
7/5/2022	Buy	Reporting Person 1	600	13.19
7/6/2022	Buy	Reporting Person 1	285	13.17
7/6/2022	Buy	Reporting Person 1	4,913	13.35
7/6/2022	Buy	Reporting Person 1	2,380	13.35
7/6/2022	Buy	Reporting Person 1	3,917	13.35
7/6/2022	Buy	Reporting Person 1	870	13.17
7/6/2022	Buy	Reporting Person 1	1,175	13.35
7/6/2022	Buy	Reporting Person 1	920	13.35
7/6/2022	Buy	Reporting Person 1	1,445	13.35
7/6/2022	Buy	Reporting Person 1	1,495	13.35
7/6/2022	Buy	Reporting Person 1	398	13.37

 

 

Page 10 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
7/6/2022	Buy	Reporting Person 1	915	13.17
7/6/2022	Buy	Reporting Person 1	700	13.35
7/7/2022	Buy	Reporting Person 1	564	13.53
7/8/2022	Buy	Reporting Person 1	40	14.13
7/11/2022	Buy	Reporting Person 1	925	13.55
7/11/2022	Buy	Reporting Person 1	1,338	13.63
7/11/2022	Buy	Reporting Person 1	385	13.66
7/11/2022	Buy	Reporting Person 1	1,990	13.63
7/11/2022	Buy	Reporting Person 1	6,676	13.63
7/11/2022	Buy	Reporting Person 1	600	13.60
7/11/2022	Buy	Reporting Person 1	5,715	13.66
7/11/2022	Buy	Reporting Person 1	1,150	13.55
7/11/2022	Buy	Reporting Person 1	2,137	13.63
7/11/2022	Buy	Reporting Person 1	895	13.55
7/11/2022	Buy	Reporting Person 1	310	13.68
7/11/2022	Buy	Reporting Person 1	1,300	13.55
7/11/2022	Buy	Reporting Person 1	600	13.67
7/11/2022	Buy	Reporting Person 1	810	13.67
7/11/2022	Buy	Reporting Person 1	730	13.55
7/11/2022	Sell	Reporting Person 1	600	13.50
7/11/2022	Sell	Reporting Person 1	700	13.50
7/11/2022	Sell	Reporting Person 1	53	13.50
7/12/2022	Buy	Reporting Person 1	805	13.83

 

 

Page 11 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
7/12/2022	Buy	Reporting Person 1	483	13.85
7/12/2022	Buy	Reporting Person 1	750	13.83
7/13/2022	Buy	Reporting Person 1	570	13.62
7/13/2022	Buy	Reporting Person 1	500	13.60
7/13/2022	Buy	Reporting Person 1	75	13.90
7/13/2022	Buy	Reporting Person 1	900	13.62
7/13/2022	Buy	Reporting Person 1	1,040	13.61
7/13/2022	Buy	Reporting Person 1	195	13.72
7/13/2022	Buy	Reporting Person 1	365	13.65
7/13/2022	Buy	Reporting Person 1	1,025	13.60
7/13/2022	Buy	Reporting Person 1	5,500	13.55
7/13/2022	Buy	Reporting Person 1	1,695	13.61
7/13/2022	Buy	Reporting Person 1	220	13.71
7/13/2022	Buy	Reporting Person 1	770	13.62
7/13/2022	Buy	Reporting Person 1	1,745	13.62
7/13/2022	Buy	Reporting Person 1	840	13.62
7/13/2022	Sell	Reporting Person 1	1,410	13.51
7/13/2022	Sell	Reporting Person 1	1,660	13.51
7/13/2022	Sell	Reporting Person 1	3,000	13.51
7/14/2022	Buy	Reporting Person 1	555	13.43
7/14/2022	Buy	Reporting Person 1	705	13.43
7/14/2022	Buy	Reporting Person 1	675	13.43
7/14/2022	Buy	Reporting Person 1	1,640	13.45

 

 

Page 12 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
7/14/2022	Buy	Reporting Person 1	1,100	13.43
7/14/2022	Buy	Reporting Person 1	500	13.48
7/14/2022	Buy	Reporting Person 1	595	13.45
7/14/2022	Buy	Reporting Person 1	230	13.53
7/14/2022	Buy	Reporting Person 1	2,400	13.62
7/14/2022	Buy	Reporting Person 1	1,360	13.62
7/14/2022	Buy	Reporting Person 1	1,040	13.44
7/14/2022	Buy	Reporting Person 1	730	13.44
7/14/2022	Buy	Reporting Person 1	590	13.45
7/14/2022	Buy	Reporting Person 1	2,328	13.44
7/14/2022	Buy	Reporting Person 1	270	13.51
7/14/2022	Buy	Reporting Person 1	520	13.46
7/14/2022	Buy	Reporting Person 1	220	13.54
7/14/2022	Buy	Reporting Person 1	720	13.45
7/14/2022	Buy	Reporting Person 1	635	13.45
7/14/2022	Buy	Reporting Person 1	390	13.48
7/14/2022	Buy	Reporting Person 1	590	13.45
7/14/2022	Buy	Reporting Person 1	125	13.43
7/14/2022	Buy	Reporting Person 1	1,900	13.45
7/14/2022	Buy	Reporting Person 1	80	13.59
7/14/2022	Buy	Reporting Person 1	910	13.45
7/14/2022	Buy	Reporting Person 1	55	13.67
7/14/2022	Buy	Reporting Person 1	210	13.47

 

 

Page 13 of 14

 

Trade Date	Transaction Type	Fund	Quantity	Price
7/15/2022	Buy	Reporting Person 1	373	14.42
7/15/2022	Buy	Reporting Person 1	100	14.58
7/15/2022	Buy	Reporting Person 1	650	14.41
7/15/2022	Buy	Reporting Person 1	485	14.45

 

 

Page 14 of 14

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

Dated:  July 18, 2022	Private Capital Management, LLC
	By:	/s/  Chad D. Atkins
		Chad D. Atkins
		President, General Counsel and CCO

 

 

	Gregg J. Powers
	By:	/s/  Gregg J. Powers
		CEO & Portfolio Manager, Private Capital Management, LLC