0001567619-19-017549.txt : 20190823 0001567619-19-017549.hdr.sgml : 20190823 20190823191352 ACCESSION NUMBER: 0001567619-19-017549 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190821 FILED AS OF DATE: 20190823 DATE AS OF CHANGE: 20190823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kanen David CENTRAL INDEX KEY: 0001681743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33264 FILM NUMBER: 191050340 MAIL ADDRESS: STREET 1: 6429 NW 65TH WAY CITY: PARKLAND STATE: FL ZIP: 33067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Philotimo Fund, LP CENTRAL INDEX KEY: 0001688522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33264 FILM NUMBER: 191050341 BUSINESS ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 BUSINESS PHONE: 631-863-3100 MAIL ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kanen Wealth Management LLC CENTRAL INDEX KEY: 0001681614 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33264 FILM NUMBER: 191050342 BUSINESS ADDRESS: STREET 1: 10141 SWEET BAY COURT CITY: PARKLAND STATE: FL ZIP: 33076 BUSINESS PHONE: 631-863-3100 MAIL ADDRESS: STREET 1: 10141 SWEET BAY COURT CITY: PARKLAND STATE: FL ZIP: 33076 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Auto Parts Network, Inc. CENTRAL INDEX KEY: 0001378950 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 680623433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 16941 KEEGAN AVE CITY: CARSON STATE: CA ZIP: 90746 BUSINESS PHONE: (310) 735-0085 MAIL ADDRESS: STREET 1: 16941 KEEGAN AVE CITY: CARSON STATE: CA ZIP: 90746 4 1 doc1.xml FORM 4 X0306 4 2019-08-21 0 0001378950 U.S. Auto Parts Network, Inc. PRTS 0001681743 Kanen David 5850 CORAL RIDGE DRIVE SUITE 309 CORAL SPRINGS FL 33076 1 0 1 0 0001688522 Philotimo Fund, LP 5850 CORAL RIDGE DRIVE, SUITE 309 CORAL SPRINGS FL 33076 0 0 1 0 0001681614 Kanen Wealth Management LLC 5850 CORAL RIDGE DRIVE SUITE 309 CORAL SPRINGS FL 33076 0 0 1 0 Common Stock 2019-08-21 4 J 0 371704 1.1856 D 2824091 I Kanen Wealth management LLC Common Stock 2019-08-22 4 P 0 15690 1.2647 A 2839781 I Kanen Wealth Management LLC Common Stock 173514 D Common Stock 1605928 I The Philotimo Fund This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM") and the Philotimo Fund, LP (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended, the shares of Common Stock listed in Column 4 of this Form 4, which represent approximately 14% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the shares of Common Stock held in customer accounts managed by KWM as disclosed in this Form 4 (including the 173,514 shares held in Mr. Kanen's account) and the 1,605,928 shares of Common Stock held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 173,514 shares held in Mr. Kanen's Account. On August 21, 2019, KWM sold shares of Common Stock in a liquidation at the direction of the client. Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in these shares. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.18 to $1.21, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 173,514 shares held in Mr. Kanen's account as described in footnote 2 above. On August 22, 2019, KWM purchased shares of Common Stock for managed client accounts. The price reported in Column 4 is a weighted average price. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. /s/ David L. Kanen 2019-08-23 /s/ Kanen Wealth Management LLC By: David L. Kanen 2019-08-23 /s/ The Philotimo Fund By: David L. Kanen 2019-08-23