SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* HARMAN FREDERIC W (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 900 MAIN AVENUE, SUITE 600 (Street) NORWALK CT 06851 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol U.S. Auto Parts Network, Inc. [ PRTS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2014(1)		J(1)	27,536	A	(2)	9,385,435	I	See Note(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HARMAN FREDERIC W (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 900 MAIN AVENUE, SUITE 600 (Street) NORWALK CT 06851 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oak Investment Partners XI L P (Last) (First) (Middle) 901 MAIN AVENUE SUITE 600 (Street) NORWALK CT 06851 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, the Issuer distributed shares of Common Stock of 6,293, 5,464, 7,327 and 8,452, respectively, as a dividend to Oak Investment Partners XI, Limited Partnership ("Oak XI, L.P."), which resulted from Series A Convertible Preferred Stock.

2. Not applicable.

3. The reported securities are directly held by Oak XI, L.P. Oak Associates XI, L.L.C., as the general partner of Oak XI, L.P. 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.

	/s/ Fredric W. Harman	02/10/2015
	Fredric W. Harman, Managing Member of Oak Associates XI, L.L.C., the General Partner of Oak Investment Partners XI, Limited Partnership	02/10/2015
	** Signature of Reporting Person	Date
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