Sec Form 4 Filing - Schooner Douglas Earl @ MOTORCAR PARTS OF AMERICA INC - 2026-06-19

Insider filing report for Changes in Beneficial Ownership
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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
Schooner Douglas Earl
2. Issuer Name and Ticker or Trading Symbol
MOTORCAR PARTS OF AMERICA INC [ MPAA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Manufacturing Officer
(Last) (First) (Middle)
C/O MOTORCAR PARTS OF AMERICA, INC., 2929 CALIFORNIA STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/19/2026
(Street)
TORRANCE, CA90503
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 06/20/2026 M 4,589 A ( 1 ) $ 0 40,296 D
Common Stock 06/21/2026 M 2,169 A ( 1 ) $ 0 42,465 D
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
Restricted Stock Units $ 0 06/20/2026 M 4,589 ( 2 ) 12/31/2028 Common Stock 4,589 $ 0 9,179 D
Restricted Stock Units $ 0 06/21/2026 M 2,169 ( 2 ) 12/31/2027 Common Stock 2,169 $ 0 2,168 D
Performance-Vesting Restricted Stock Units $ 0 06/19/2026 A 11,939 ( 3 ) 06/19/2029 Common Stock 11,939 $ 0 11,939 D
Restricted Stock Units $ 0 06/19/2026 A 11,939 ( 2 ) 06/19/2029 Common Stock 11,939 $ 0 11,939 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schooner Douglas Earl
C/O MOTORCAR PARTS OF AMERICA, INC.
2929 CALIFORNIA STREET
TORRANCE, CA90503
Chief Manufacturing Officer
Signatures
/s/ Douglas Schooner 06/23/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares earned upon vesting of RSUs
( 2 )Vesting 1/3 each year for 3 years from grant date of June 19, 2026.
( 3 )One-half of these PSUs will vest if the Company achieves a total shareholder return relative to the Russell 3000 (excluding real estate and financial institutions and companies with a market capitalization of more than $600 million) measured on 19-Jun-2029. Another one-sixth of these PSUs will vest if the Company achieves a 30 trading-day trailing average market closing price ('PPS') of at least $16 during the three-year period ending on the earlier of 19-Jun-2029 and the date of consummation of a change in control (the 'Period'); another one-sixth of these PSUs will vest if the Company achieves a PPS during the Period of at least $18 during the Period; and the remaining one-sixth of these PSUs will vest if the PPS is equal to or greater than $19 as follows: 50% if the PPS equals $19, 100% if the PPS equals $20 and 150% if the PPS equals or exceeds $22 (if the PPS falls between these levels the vesting percentage will be determined using interpolation).

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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