U.S. Auto Parts Network, Inc.
U.S. Auto Parts Network, Inc. (Form: SC 13D/A, Received: 05/16/2017 14:28:04)

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 Parts Network, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

90343C100

(CUSIP Number)
 

Fredric W. Harman

Oak Management Corporation

901 Main Avenue, Suite 600

Norwalk, CT 06851

(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).

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   2 of 11 Pages

 

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

         

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   3 of 11 Pages

 

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

         

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   4 of 11 Pages

 

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

         

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   5 of 11 Pages

 

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

         

 

 

 

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   6 of 11 Pages

 

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

         

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   7 of 11 Pages

 

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

         

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   8 of 11 Pages

 

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

         

 

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   9 of 11 Pages

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 and supplemented by adding the following:

 

 

The remaining 5,017 shares of Common Stock held by the Reporting Persons were distributed to the Reporting Persons as a stock dividend on June 30, 2016 with respect to the Reporting Persons' shares of the Company's Series A Preferred Stock.

   

 

Item 4. PURPOSE OF TRANSACTION
   
 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

  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).
 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   10 of 11 Pages

 

 

Oak Associates XI is the general partner of Oak Investment Partners XI. Oak Management is the manager of Oak Investment Partners XI. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of the general partner of Oak Investment Partners XI, and, as such, may be deemed to possess shared beneficial ownership of any shares of common stock held by such entities.

 

  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.
   

 

 

CUSIP No. 90343C100 SCHEDULE 13D/A Page   11 of 11 Pages

 

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