Carparts.com Inc.

01/17/2025 | Press release | Distributed by Public on 01/17/2025 15:19

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Subramanian Kals
2. Issuer Name and Ticker or Trading Symbol
CarParts.com, Inc. [PRTS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
2050 W. 190TH STREET, SUITE 400 		3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025
(Street)
TORRANCE, CA 90504 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/16/2025 M(1) 39,166 A $ 0 96,300 D
Common Stock 01/17/2025 F(2) 13,317 D $1.32 82,983 D
Common Stock 01/16/2025 M(3) 75,000 A $ 0 157,983 D
Common Stock 01/17/2025 F(2) 25,501 D $1.32 132,482 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) (4) 01/16/2025 M 39,166 (4) (4) Common Stock 39,166 $ 0 78,334 D
Restricted Stock Units(3) (4) 01/16/2025 M 75,000 (4) (4) Common Stock 75,000 $ 0 75,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Subramanian Kals
2050 W. 190TH STREET, SUITE 400
TORRANCE, CA 90504 		Chief Technology Officer

Signatures

/s/ Kals Subramanian 01/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The Restricted Stock Units (RSU) were granted to the Reporting Person on January 16, 2024 pursuant to the CarParts.com, Inc. 2016 Equity Incentive Plan. Thirty-three and a third percent of the shares of stock subject to the RSU vested on January 16, 2025, the first anniversary of the grant date, and the remainder of the shares subject to the RSU will vest in equal installments on each of the next two anniversaries of the grant date, subject to such Reporting Person's service to the Company through such dates.
(2) Represents shares of common stock that have been withheld by the Company to satisfy tax withholding obligations in connection with the net settlement of vested Restricted Stock Units.
(3) The Restricted Stock Units (RSU) were granted to the Reporting Person on January 16, 2024 pursuant to the CarParts.com, Inc. 2016 Equity Incentive Plan. Fifty percent of the shares of stock subject to the RSU vested on January 16, 2025, the first anniversary of the grant date, and the remainder of the shares subject to the RSU will vest in equal installments each quarter thereafter through the second anniversary of the grant date, subject to such Reporting Person's service to the Company through such dates.
(4) Not applicable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.