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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) (1) | $ 8.65 | 10/15/2007 | A | 750,000 | 10/15/2008(2) | 10/14/2017 | Common Stock | 750,000 | $ 0 | 750,000 | D | ||||
Option (right to buy) (1) | $ 8.65 | 10/15/2007 | A | 250,000 | (3) | 10/14/2017 | Common Stock | 250,000 | $ 0 | 250,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Evangelist Shane N C/O U.S. AUTO PARTS NETWORK, INC. 17150 SOUTH MARGAY AVENUE CARSON, CA 90746 |
Chief Executive Officer |
/s/ Shane N. Evangelist | 10/18/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Granted pursuant to the U.S. Auto Parts Network, Inc. New Employee Incentive Plan. |
(2) | Twenty-five percent (25%) of the option shares vest and become exercisable upon the first anniversary of the date of grant, and thereafter the balance of the option shares vest and become exercisable in a series of thirty-six equal monthly installments over the three year period measured from the one year anniversary of the date of grant. All options shares shall vest on an accelerated basis and become immediately exercisable upon the involuntary termination of Mr. Evangelist's employment with U.S. Auto Parts Network, Inc. (the "Company") within twelve (12) months following certain changes in control of the Company. |
(3) | Fifty percent (50%) of the option shares will vest and become exercisable if the monthly average closing sales price of the Company?s common stock as reported by the NASDAQ (the ?Average Closing Price?) equals or exceeds $14.00 per share in any consecutive three-month period prior to October 15, 2012. The remaining 50% of the option shares vest and become exercisable if the Average Closing Price equals or exceeds $18.00 per share in any consecutive three-month period prior to October 15, 2012. In no event shall any option shares vest or become exercisable after October 15, 2012. |