Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
U.S. Auto Parts Network Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
90343C 10 0
(CUSIP Number)
 
December 31, 2007
(Date of Event which Requires filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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 (“Act”) 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).


CUSIP No. 90343C 10 0
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Thomas W. Smith
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZEN OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY EACH
 
REPORTING
 
PERSON
 
WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
2,605,110
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
2,605,110
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,605,110
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.7%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
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CUSIP No. 90343C 10 0
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Scott J. Vassalluzzo
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZEN OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY EACH
 
REPORTING
 
PERSON
 
WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
2,605,110
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
2,605,110
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,605,110
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.7%
 
12
TYPE OF REPORTING PERSON
 
IN
 

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ITEM 1.
(a)
Name of Issuer:
 
U.S. Auto Parts Network Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices:

17150 South Margay Avenue
Carson, CA 90746
 
ITEM 2.
(a)
Name of Person Filing:
 
 
(i)
Thomas W. Smith
 
 
(ii)
Scott J. Vassalluzzo
 
The filing of this Statement shall not be deemed to be an admission that the filing persons (the “Reporting Persons”) comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this Schedule 13G in excess of those shares as to which they have or share voting or investment authority.
 
 
(b)
Address of Principal Business Office:
 
The following is the address of the principal business office of each of the Reporting Persons:
 
323 Railroad Avenue
Greenwich, CT 06830
 
 
(c)
Citizenship:
 
Each of Thomas W. Smith and Scott J. Vassalluzzo is a United States citizen.
 
 
(d)
Title of Class of Securities:
 
Common Stock, par value $0.001 per share.
 
 
(e)
CUSIP Number:
 
90343C 10 0
 
ITEM 3.
If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]
 
ITEM 4.
Ownership
 
 
(a)
Thomas W. Smith - 2,605,110 shares; Scott J. Vassalluzzo - 2,605,110 shares;
 
 
(b)
Thomas W. Smith - 8.7%; Scott J. Vassalluzzo - 8.7%
 
 
(c)
As of September 13, 2007, Messrs. Thomas W. Smith and Scott J. Vassalluzzo each have the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of no shares. Messrs. Smith and Vassalluzzo have the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 2,605,110 shares.
 
- 4 -
 
ITEM 5.
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
ITEM 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Messrs. Smith and Vassalluzzo in the aggregate beneficially own 2,605,110  shares in their capacities as investment managers for certain managed accounts. The managed accounts have the right to receive dividends from, and the proceeds from the sale of, the managed accounts’ shares.
 
ITEM 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
ITEM 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
ITEM 9.
Notice of Dissolution of Group
 
Not applicable.
 
ITEM 10.
Certification
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
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Signature
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 14, 2008    
   
 
 		  
 		  
 
   
/s/ Thomas W. Smith
 
Thomas W. Smith
   
     
   
 
 		  
 		  
 
   
/s/ Scott J. Vassalluzzo
 
Scott J. Vassalluzzo
   
 
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JOINT FILING AGREEMENT
 
 
The undersigned agree that the foregoing Amendment No. 1 to the Statement on Schedule 13G, dated February 14, 2008, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k)
 
Date: February 14, 2008    
   
 
 		  
 		  
 
   
/s/ Thomas W. Smith
 
Thomas W. Smith
   
     
   
 
 		  
 		  
 
   
/s/ Scott J. Vassalluzzo
 
Scott J. Vassalluzzo
   
 
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