Schooner Douglas Earl Form 4 MOTORCAR PARTS OF AMERICA / Douglas Earl Schooner ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Schooner Douglas Earl

(Last) (First) (Middle)

C/O MOTORCAR PARTS OF AMERICA, INC.

2929 CALIFORNIA STREET

(Street)

TORRANCE CA 90503

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/17/2023		M		1,100	A	$0.00	15,507	D
Common Stock	06/17/2023		F(1)		449	D	$6.68	15,058	D
Common Stock	06/18/2023		M		1,414	A	$0.00	16,472	D
Common Stock	06/18/2023		F(1)		577	D	$6.68	15,895	D
Common Stock	06/20/2023		M		1,579	A	$0.00	17,474	D
Common Stock	06/20/2023		F(1)		644	D	$6.42	16,830	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 (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	06/17/2023		M			1,100	(2)	12/31/2029	Common Stock	1,100	$0.00	0.00	D
Restricted Stock Units	$0.00	06/18/2023		M			1,414	(3)	12/31/2029	Common Stock	1,414	$0.00	1,415	D
Performance Based Stock Unit	$0.00	06/19/2023		A		20,325		(4)	06/30/2026	Common Stock	20,325	$0.00	20,325	D
Restricted Stock Units	$0.00	06/20/2023		M			1,579	(5)	12/31/2025	Common Stock	1,579	$0.00	3,159	D

Explanation of Responses:

1. Used to pay taxes upon vesting of RSUs.

2. Vesting 1/3 each year for 3 years from grant date. beginning on 17-Jun-2020

3. Vesting 1/3 each year for 3 years from grant date. beginning on 18-Jun-2021

4. These Performance Based Stock Units will vest 1/3 when the Company Common Stock price reaches $10/share for at least 30 days, another 1/3 will vest when the Company Common Stock price reaches $15 for at least 30 days, the last 1/3 of the grant will vest when the Company Stock price reaches $20/share for at least 30 days. The last 1/3 may vest at 50%-100% if the Common Stock price reaches between $17.50 - $20 for at least 30 days, and may vest at 100%- 150% if the Common Stock price reaches between $20-$25 for at least 30 days.

5. Vesting 1/3 each year for 3 years from grant date. beginning on 20-Jun-2022

Remarks:

	/s/ Douglas Schooner	06/21/2023
	** 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.
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