SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Nia Mehran (Last) (First) (Middle) C/O U.S. AUTO PARTS NETWORK, INC. 17150 SOUTH MARGAY AVENUE (Street) CARSON CA 90746 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2007	3. Issuer Name and Ticker or Trading Symbol U.S. Auto Parts Network, Inc. [ PRTS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Pres. and CEO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,182,040	I	By Nia Living Trust, Established September 2, 2004(1)
Common Stock	213,979	I	By the Mehran Nia Annuity Trust, Established November 18, 2006(2)
Common Stock	213,979	I	By the Fariba Nia Annuity Trust, Established November 18, 2006(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Nia Mehran (Last) (First) (Middle) C/O U.S. AUTO PARTS NETWORK, INC. 17150 SOUTH MARGAY AVENUE (Street) CARSON CA 90746 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Pres. and CEO

1. Name and Address of Reporting Person* Nia Living Trust, Established September 2, 2004 (Last) (First) (Middle) C/O U.S. AUTO PARTS NETWORK, INC. 17150 SOUTH MARGAY AVENUE (Street) CARSON CA 90746 (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. These shares are owned directly by the Nia Living Trust, Established September 2, 2004 and indirectly by Mehran Nia as co-trustee of the trust, of which Mr. Nia is a beneficiary.

2. These shares are owned directly by the Mehran Nia Annuity Trust, Established November 18, 2006 and indirectly by Mehran Nia as co-trustee and sole beneficiary of the trust.

3. These shares are owned directly by the Fariba Nia Annuity Trust, Established November 18, 2006 and indirectly by Mehran Nia as a co-trustee of the trust, the sole beneficiary of which is Mr. Nia's spouse.

	/s/ Mehran Nia	02/05/2007
	/s/ Mehran Nia, as co-trustee	02/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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