FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/20/2025 | M | 12,687 | A(1) | $0.00 | 500,633 | D | |||
Common Stock | 06/20/2025 | M | 13,964 | A(2) | $0.00 | 514,597 | D | |||
Common Stock | 06/20/2025 | F(3) | 10,276 | D | $9.76 | 504,321 | D | |||
Common Stock | 06/21/2025 | M | 14,932 | A | $0.00 | 519,253 | D | |||
Common Stock | 06/21/2025 | F(3) | 5,757 | D | $9.76 | 513,496 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | $0.00 | 06/20/2025 | M | 12,687 | (4) | 12/31/2025 | Common Stock | 12,687 | $0.00 | 0.00 | D | ||||
Restricted Stock Units | $0.00 | 06/20/2025 | A | 154,503 | (5) | 12/31/2028 | Common Stock | 154,503 | $0.00 | 154,503 | D | ||||
Performance Based Stock Units | $0.00 | 06/20/2025 | A | 77,252 | (6) | 07/31/2028 | Common Stock | 77,252 | $0.00 | 77,252 | D | ||||
Restricted Stock Units | $0.00 | 06/21/2025 | M | 14,932 | (7) | 12/31/2027 | Common Stock | 14,932 | $0.00 | 29,863 | D |
Explanation of Responses: |
1. Shares earned upon vesting of RSUs |
2. Shares earned under the performance based stock units granted on 20-Jun-2022 |
3. Used to pay taxes upon vesting of RSUs and PSUs. |
4. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2022 |
5. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2025 |
6. One-third of these Performance Based Stock Units ('PSUs') will vest if the Company achieves a 30 trading-day trailing average market closing price ('Price Per Share') of at least $15 during the three-year period ending on the earlier of 20-Jun-2028 and the date of consummation of a change in control (the 'Performance Period'); another one-third of these PSUs will vest if the Company achieves a Price Per Share during the Performance Period of at least $17 during the Performance Period; and the remaining one-third of these PSUs will vest if the Price Per Share is equal to or greater than $18 as follows: 50% if the Price Per Share equals $18, 100% if the Price Per Share equals $20 and 150% if the Price Per Share equals or exceeds $22 (if the Price Per Share falls between these levels the vesting percentage will be determined using interpolation). |
7. Vesting 1/3 each year for 3 years from grant date. beginning on 21-Jun-2024 |
Remarks: |
/s/ Selwyn Joffe | 06/24/2025 | |
** Signature of Reporting Person | Date | |
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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |