Sec Form 13D Filing - Philotimo Fund LP filing for CarParts.com Inc. (PRTS) - 2022-12-09

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 

RULE 13d-2(a)

 

(Amendment No. 8)¹

 

CARPARTS.COM, INC. 

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

14427M107 

(CUSIP Number)

 

Mr. David L. Kanen 

Kanen Wealth Management, LLC 

5850 Coral Ridge Drive, Suite 309 

Coral Springs, FL 33076 

(631) 863-3100

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

 

December 1, 2022

(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), 13d-1(f) or 13d-1(g), check the following box £.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

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¹             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 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).

 

	1		NAME OF REPORTING PERSON
				PHILOTIMO FUND, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,925,384
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,925,384
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,925,384
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.5%
	14		TYPE OF REPORTING PERSON
				IA, PN

  

	1		NAME OF REPORTING PERSON
				Philotimo Focused Growth and Income Fund
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							657,932
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							657,932
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				657,932
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.2%
	14		TYPE OF REPORTING PERSON
				IA, OO

  

 

	1		NAME OF REPORTING PERSON
				KANEN WEALTH MANAGEMENT, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO; AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				FLORIDA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							2,779,968
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							2,779,968
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,779,968
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				IA, OO

  

 

	1		NAME OF REPORTING PERSON
				DAVID L. KANEN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☒
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF; OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							135,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							2,779,968
PERSON WITH				9		SOLE DISPOSITIVE POWER
							135,000
				10		SHARED DISPOSITIVE POWER
							2,779,968
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,914,968
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.3%
	14		TYPE OF REPORTING PERSON
				IN

 

 

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends and restates Amendment No. 7 to the Schedule 13D in order to verify certain information as well as incorporate transactions subsequent to Amendment No. 7.

 

Item 2.

Identity and Background

 

Item 2 is hereby amended and restated to read as follows:

 

(a) This statement is filed by:

 

(i) Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”), with respect to the Shares directly and beneficially owned by it;

 

(ii) Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust (“PHLOX”), with respect to the Shares directly and beneficially owned by it;

 

(iii) Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”), as the general partner of Philotimo, the investment manager of PHLOX and certain separately managed customer accounts (the “Accounts”); and

 

(iv) David L. Kanen, as the managing member of KWM;

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further descri bed in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D/A.

 

(b) The address of the principal office of each of Philotimo, PHLOX, KWM and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs, Florida 33076.

 

(c) The principal business of each of KWM, Philotimo and PHLOX is investing in securities. The principal occupation of Mr. Kanen is serving as the managing member of KWM.

 

(d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Mr. Kanen is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 196,652 Shares beneficially owned by KWM is approximately $1,049,319.23, including brokerage commissions. The aggregate purchase price of the 1,925,384 Shares beneficially owned by Philotimo is approximately $11,863,216.00, including brokerage commissions. The aggregate purchase price of the 657,932 Shares beneficially owned by PHLOX is approximately $4,336,986.44. The aggregate purchase price of the 135,000 Shares beneficially owned by Mr. Kanen is approximately $721,553.50, including brokerage commissions.

 

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 54,559,500 Shares outstanding as of November 3, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

A.

Philotimo

 

(a)

As of the close of business on December 9, 2022, Philotimo beneficially owned 1,925,384 Shares.

 

Percentage: Approximately 3.5%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,925,384 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,925,384

 

(c)

The transactions in the Shares by Philotimo during the past sixty days are set forth in Schedule A and are incorporated herein by reference

 

B.

PHLOX

 

(a)

As of the close of business on December 9, 2022, PHLOX beneficially owned 657,932 Shares.

 

Percentage: Approximately 1.2%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 657,932 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 657,932

 

(c)

PHLOX has not entered into transactions in the Shares during the past sixty days

 

C.

KWM

 

(a)

As of the close of business on December 9, 2022, KWM beneficially owned 2,779,968 Shares, consisting of (i) the 1,925,384 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (ii) the 657,932 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (iii) 196,652 shares of Common Stock directly owned by KWM.

 

 

Percentage: Approximately 5.1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,779,968 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,779,968

 

(c)

The transactions in the Shares by KWM during the past sixty days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares by Philotimo and PHLOX are also set forth in Schedule A and incorporated by reference.

 

D.

Mr. Kanen

 

(a)

As of the close of business on December 9, 2022, Mr. Kanen directly beneficially owned 2,914,968 Shares, consisting of (i) 135,000 Shares directly owned by Mr. Kanen and (ii) 2,779,968 Shares beneficially owned by KWM, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM.

 

Percentage: Approximately 5.3%

 

(b)

1. Sole power to vote or direct vote: 173,513 2. Shared power to vote or direct vote: 4,946,462 3. Sole power to dispose or direct the disposition: 173,513 4. Shared power to dispose or direct the disposition: 4,946,462

 

(b)

The transactions in the Shares by Mr. Kanen during the past sixty days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares by KWM, Philotimo and PHLOX are also set forth in Schedule A and incorporated by reference.

 

KWM, in its role as investment manager to the Accounts, to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in the Accounts.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On December 9, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 7.

Material to be Filed as Exhibits.

 

99.1 Joint Filing Agreement, dated December 9, 2022.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 9, 2022

 

	Kanen Wealth Management, LLC
	By:	/s/ David L. Kanen
		Name:	David L. Kanen
		Title:	Managing Member

 

	Philotimo Fund, LP
	By:	Kanen Wealth Management, LLC, its general partner
	By:	/s/ David L. Kanen
		Name:	David L. Kanen
		Title:	Managing Member

 

	Philotimo Focused Growth and Income Fund
	By:	Kanen Wealth Management, LLC, its investment adviser
	By:	/s/ David L. Kanen
		Name:	David L. Kanen
		Title:	Managing Member

 

	/s/ David L. Kanen
	David L. Kanen

 

 

SCHEDULE A

 

Transactions in the Shares of the Issuer During the Past Sixty Days

 

Nature of the Transaction

Amount of Shares Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

PHILOTIMO FUND, LP

 

Purchase of Common Stock	21,595	5.2051	11/22/2022
Purchase of Common Stock	380,900	5.0000	11/21/2022
Purchase of Common Stock	22,889	5.2993	11/18/2022

 

KANEN WEALTH MANAGEMENT, llC

 

Purchase of Common Stock	6,845	& #xA0; 5.5258	11/16/2022
Purchase of Common Stock	35,000	5.3461	11/23/2022
Purchase of Common Stock	13,523	5.1991	11/30/2022
Purchase of Common Stock	40,000	5.4881	12/1/2022
Purchase of Common Stock	88,234	5.2441	12/6/2022
Purchase of Common Stock	10,000	5.3371	12/7/2022

 

DAvid L. Kanen

 

Purchase of Common Stock	50,000	5.2859	11/21/2022
Purchase of Common Stock	75,000	5.3461	11/23/2022
Purchase of Common Stock	20,000	5.4881	12/1/2022