Sec Form 4 Filing - HARMAN FREDERIC W @ U.S. Auto Parts Network, Inc. - 2017-05-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person HARMAN FREDERIC W 2. Issuer Name and Ticker or Trading Symbol U.S. Auto Parts Network, Inc. [ PRTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS, 900 MAIN AVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2017 (Street) NORWALK, CT06851 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/15/2017 J( 1 ) 10,806,405 D 5,017 I See Note (3)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series A Convertible Preferred Stock ( 2 ) 05/12/2017 C 1,379,310 ( 2 ) ( 2 ) Common Stock 1,379,310 ( 2 ) 10,811,422 I See Note ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARMAN FREDERIC W C/O OAK INVESTMENT PARTNERS 900 MAIN AVE, SUITE 600 NORWALK, CT06851 X Oak Investment Partners XI L P 900 MAIN AVE, SUITE 600 NORWALK, CT06851 X Signatures Fredric W Harman 05/15/2017 Signature of Reporting Person Date Fredric W. Harman, Managing Member of Oak Associates XI, L.L.C., the General Partner ofOak Investment Partners XI, Limited Partnership 05/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 15, 2017, Oak Investment Partners XI, L.P., a Delaware limited partnership, ("Oak XI, LP") made an in-kind distribution, without any additional consideration, of common stock of the Issuer to the limited partners of Oak XI, LP. ( 2 )The Series A Convertible Preferred Stock has been converted into Common Stock of the Issuer at the option of Oak XI, LP on May 12, 2017. ( 3 )The reported securities are directly held by Oak XI, LP. Oak Associates XI, L.L.C. ("Oak Associates"), as the general partner of Oak XI, LP, may be deemed to beneficially own the reported securities.

Remarks: This Form 4 report is being filed by Mr. Harman, Oak XI, LP, and Oak Associates (together the "Reporting Persons"). Mr. Harman is a managing member of Oak Associates and has the shared power to vote and dispose of the shares held by Oak XI, LP. However, each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such ReportingPerson's pecuniary interest in such securities) other than any securities reported herein as being dirctly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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