SEC Form 4 · accession 0000921895-19-000057
CarParts.com, Inc. · PRTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 8, 2019
Accepted (ET)
Jan 10, 2019 · 6:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001378950
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 8, 2019 | S | 400,000 | $1.0515 | D | 1,605,928 | I | The Philotimo Fund LP |
| Common Stock | holding | — | — | — | 173,514 | D | ||
| Common StockF1,F2,F3 | holding | — | — | — | 3,202,182 | I | Kanen Wealth Management LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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.
- F2Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 4,981,624 shares of Common Stock, which represent approximately 14.2% 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 3,375,696 shares of Common Stock held in customer accounts managed by KWM (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.
- F3KWM 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.