UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

RULE 13d-102

Under the Securities Exchange Act of 1934

 

 

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)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in 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).

 

 

 

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CUSIP No. 90343C100
1.		Names of Reporting Persons   Sol Khazani
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   2,221,116 (1)
				6.		Shared Voting Power   NONE
				7.		Sole Dispositive Power   2,221,116 (1)
				8.		Shared Dispositive Power   NONE
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,221,116
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)   7.4%*
12.		Type of Reporting Person (See Instructions)   IN

 

*	Based on 29,893,631 shares of the Issuer’s Common Stock outstanding as of December 31, 2009.

(1)

Consists of 2,007,137 shares of the Issuer’s Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee and 213,979 shares of the Issuer’s Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee.

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CUSIP No. 90343C100
1.		Names of Reporting Persons   Mina Khazani
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   1,961,382 (1)
				6.		Shared Voting Power
				7.		Sole Dispositive Power   1,961,382 (1)
				8.		Shared Dispositive Power
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,961,382
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)   6.6%*
12.		Type of Reporting Person (See Instructions)   IN

 

 

*	Based on 29,893,631 shares of the Issuer’s Common Stock outstanding as of December 31, 2009.

(1)

Consists of 1,747,403 shares of the Issuer’s Common Stock owned directly by the Mina Khazani Living Trust Established June 1, 2007, of which Mrs. Khazani is the sole trustee and 213,979 shares of the Issuer’s Common Stock owned directly by the Mina Khazani Annuity Trust Established November 18, 2006, of which Mrs. Khazani is the sole trustee.

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CUSIP No. 90343C100
1.		Names of Reporting Persons   Khazani Living Trust Established October 26, 2004
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   The trust is governed by the laws of the state of California.
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   NONE
				6.		Shared Voting Power   0 (1)
				7.		Sole Dispositive Power   NONE
				8.		Shared Dispositive Power   0 (1)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)   0%*
12.		Type of Reporting Person (See Instructions)   OO

 

*	Based on 29,893,631 shares of the Issuer’s Common Stock outstanding as of December 31, 2009.

(1)

On June 24, 2009, the shares formerly held by the Khazani Living Trust Established October 26, 2004 were transferred out of the Khazani Living Trust Established October 26, 2004. 1,747,403 shares of the Issuer’s Common Stock were transferred to the Mina Khazani Living Trust Established June 1, 2007, of which Mrs. Khazani is the sole trustee and 1,747,403 shares of the Issuer’s Common Stock were transferred to the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee.

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CUSIP No. 90343C100

Item 1		(a).		Name of Issuer:
				U.S. Auto Parts Network, Inc.
Item 1		(b).		Address of Issuer’s Principal Executive Offices:
				17150 South Margay Avenue, Carson, California 90746
Item 2		(a).		Names of Persons Filing:
				Sol Khazani, Mina Khazani and the Khazani Living Trust Established October 26, 2004
Item 2		(b).		Address of Principal Business Office or, if None, Residence:
				Sol Khazani Mina Khazani Khazani Living Trust Established October 26, 2004 c/o U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, California 90746
Item 2		(c).		Citizenship:
				Sol Khazani is a citizen of the United States of America. Mina Khazani is a citizen of the United States of America. The Khazani Living Trust Established October 26, 2004 is a trust formed under the laws of the State of California.
Item 2		(d).		Title of Class of Securities:
				Common Stock, par value $0.001 per share
Item 2		(e).		CUSIP Number:
				90343C100

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		(a)		¨		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
		(b)		¨		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		¨		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)		¨		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
		(e)		¨		An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
		(f)		¨		An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
		(g)		¨		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
		(h)		¨		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		¨		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)		¨		Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
		Not Applicable.

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CUSIP No. 90343C100

Item 4.		Ownership.
				As of December 31, 2009:
		(a)		Amount Beneficially Owned:
				Sol Khazani				2,221,116
				Mina Khazani				1,961,382
				Khazani Living Trust Established October 26, 2004				0
		(b)		Percent of Class:
				Sol Khazani				7.4%
				Mina Khazani				6.6%
				Khazani Living Trust Established October 26, 2004				0.0%
		(c)		Number of shares as to which such person has:
				(i)    Sole power to vote or to direct the vote:
				Sol Khazani				2,221,116
				Mina Khazani				1,961,382
				Khazani Living Trust Established October 26, 2004				0
				(ii)    Shared power to vote or to direct the vote:
				Sol Khazani				0
				Mina Khazani				0
				Khazani Living Trust Established October 26, 2004				0
				(iii)    Sole power to dispose or to direct the disposition of:
				Sol Khazani				2,221,116
				Mina Khazani				1,961,382
				Khazani Living Trust Established October 26, 2004				0
				(iv)    Shared power to dispose or to direct the disposition of:
						Sol Khazani		0
						Mina Khazani		0
						Khazani Living Trust Established October 26, 2004		0
		The shares of Common Stock beneficially owned by Sol Khazani consist of 2,007,137 shares of the Issuer’s Common Stock owned directly by the Sol Khazani Living Trust Established June 1, 2007, of which Mr. Khazani is the sole trustee and 213,979 shares of the Issuer’s Common Stock owned directly by the Sol Khazani Annuity Trust Established November 18, 2006, of which Mr. Khazani is the sole trustee. The shares of Common Stock beneficially owned by Mina Khazani consist of 1,747,403 shares of the Issuer’s Common Stock owned directly by the Mina Khazani Living Trust Established June 1, 2007, of which Mrs. Khazani is the sole trustee and 213,979 shares of the Issuer’s Common Stock owned directly by the Mina Khazani Annuity Trust Established November 18, 2006, of which Mrs. Khazani is the sole trustee. The Khazani Living Trust Established October 26, 2004 no longer owns any Common Stock.

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Item 5.		Ownership of Five Percent or Less of a Class.
		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
		Not applicable.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
		Not applicable.
Item 8.		Identification and Classification of Members of the Group.
		This filing is on behalf of Sol Khazani, Mina Khazani and the Khazani Living Trust Established October 26, 2004 as members of a group pursuant to Rule 13d-1(d).
Item 9.		Notice of Dissolution of Group.
		Not applicable.
Item 10.		Certifications.
		Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

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EXHIBIT A

Joint Filing Agreement

This Joint Filing Agreement is dated as of February 16, 2010 by and among Sol Khazani, Mina Khazani and the Khazani Living Trust Established October 26, 2004.

WHEREAS, pursuant to Rule 240.13d-1(k) promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto have decided to satisfy their filing obligations under the Exchange Act by a single joint filing;

NOW THEREFORE, the parties hereto agree as follows:

1. The Schedule 13G with respect to U.S. Auto Parts Network, Inc. to which this agreement is attached as Exhibit A (the “Schedule 13G”) is filed on behalf of each of the parties hereto.

2. Each of the parties hereto is eligible to use the Schedule 13G.

3. Each of the parties hereto is responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person or entity contained in the Schedule 13G; provided that each person or entity is not responsible for the completeness or accuracy of the information concerning any other person making such filing contained in the Schedule 13G, unless such person or entity knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties hereto have executed this Joint Filing Agreement as of the date first above written.