Barbara L Whittaker Form 4 MOTORCAR PARTS AMERICA / Barbara L Whittaker 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^*

Whittaker Barbara L

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2020

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	10/09/2020		M		975	A	$0.00	8,536	D
Common Stock	10/09/2020		M		569	A	$0.00	9,105	D
Common Stock	10/09/2020		M		1,401	A	$0.00	10,506	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	(1)	10/09/2020		M			569	(2)	(2)	Common Stock	569	$0.00	0.00	D
Restricted Stock Units	(1)	10/09/2020		M			1,401	(3)	(3)	Common Stock	1,401	$0.00	2,803	D
Restricted Stock Units	(1)	10/09/2020		M			975	(4)	(4)	Common Stock	975	$0.00	975	D
Restricted Stock Units	(1)	10/09/2020		A		4,126		(5)	(5)	Common Stock	4,126	$0.00	4,126	D

Explanation of Responses:

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

2. On October 9, 2017, the reporting person was granted 1,706 restricted stock units. The restricted stock units vest in three equal annual installments beginning October 9, 2018, subject to the reporting person's continued status as a non-employee director through each applicable vesting date. Vested shares will be delivered to the reporting person no later than 60 days following the applicable vesting date.

3. On October 9, 2018, the reporting person was granted 2,925 restricted stock units. The restricted stock units vest in three equal annual installments beginning October 9, 2019, subject to the reporting person's continued status as a non-employee director through each applicable vesting date. Vested shares will be delivered to the reporting person no later than 60 days following the applicable vesting date.

4. On October 9, 2019, the reporting person was granted 4,204 restricted stock units. The restricted stock units vest in three equal annual installments beginning October 9, 2020, subject to the reporting person's continued status as a non-employee director 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. On October 9, 2020, the reporting person was granted 4,126 restricted stock units. The restricted stock units vest in three equal annual installments beginning October 9, 2021, subject to the reporting person's continued status as a non-employee director through each applicable vesting date. Vested shares will be delivered to the reporting person no later than 60 days following the applicable vesting date.

Remarks:

	/s/ Barbara L. Whittaker	10/13/2020
	** 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).
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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