Lee David Sung Form 4 MOTORCAR PARTS AMERICA / David Sung Lee 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^*

Lee David Sung

(Last) (First) (Middle)

2929 CALIFORNIA STREET

(Street)

TORRANCE CA 90503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOTORCAR PARTS 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)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2020

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	06/18/2020		M		1,834	A	(1)	16,993	D
Common Stock	06/18/2020		F		618(2)	D	$14.57	16,375	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 Unit	(3)	06/17/2020		A		7,850		(4)	(4)	Common Stock	7,850	$0.00	18,839	D
Stock Option	$15.12(5)	06/17/2020		A		16,967		06/17/2021(5)	06/16/2030(5)	Common Stock	16,967	$0.00	16,967	D
Restricted Stock Unit	(3)	06/18/2020		M			1,834	(6)	(6)	Common Stock	1,834	$0.00	17,005	D

Explanation of Responses:

1. These shares were acquired upon the vesting of restricted stock units granted to the reporting person on June 18, 2018.

2. These shares were withheld by Motorcar Parts of America, Inc. to pay the tax liability incident to the vesting of restricted stock units granted on June 18, 2018.

3. Each restricted stock unit represents a contingent right to receive one share of MPAA common stock.

4. The restricted stock units vest in three equal annual installments beginning on June 17, 2021, subject to the reporting person's continued employment with the issuer through each applicable vesting date. Vested shares will be delivered to the reporting person no later than 60 days following the applicable vesting date.

5. The option will vest in three equal annual installments beginning June 17, 2021, subject to the reporting person's continued employment with the issuer through each applicable vesting date.

6. On June 18, 2018, the reporting person was granted 5,500 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ David Lee	06/19/2020
	** 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).
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