Motorcar Parts of America (MPAA) Form 4 Change in insider ownership

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^*

BISON CAPITAL PARTNERS VI-A, L.P.

(Last) (First) (Middle)

233 WILSHIRE BOULEVARD, SUITE 425

(Street)

SANTA MONICA CA 90401

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

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

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
10% Convertible Promissory Notes due 2029	$15	03/31/2023		P		$32,000,000(1)(2)		(3)	03/30/2029	Common Stock	2,133,333	$32,000,000	$32,000,000	D

Explanation of Responses:

1. The reporting entity purchased the reported notes pursuant to the terms of that certain Note Purchase Agreement, dated March 31, 2023 between Motorcar Parts of America, Inc., Bison Capital Partners VI, L.P., and Bison Capital Partners VI-A, L.P. (the "Agreement"). Pursuant to the Agreement Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. purchased an aggregate of $32,000,000 in principal amount of 10% convertible promissory notes. The reporting entity and its general partner, Bison Capital Partners VI GP, LP, each directors by deputization and joint filers, may also be deemed to have a pecuniary interest in the aggregate amount of 10% convertible promissory notes that were purchased as a result of certain provisions in the limited partnership agreement. Bison Capital Partners VI-A, L.P. and Bison Capital Partners VI GP, LP each disclaims beneficial ownership except to the extent of its pecuniary interest therein.

2. For more information on the Agreement, please refer to the Current Report on Form 8-K filed by Motorcar Parts of America, Inc. on March 31, 2023.

3. The holder has the right at any time and from time to time to convert all or any portion of the note into fully paid, non-assessable and freely tradeable shares of Common Stock.

Remarks:

Douglas Trussler currently serves as representative on the issuer's board of directors for Bison Capital Partners VI, L.P., Bison Capital Partners VI-A, L.P. and therefore each of Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P., and Bison Capital Partners VI GP, L.P., the general partner for each entity, may be deemed a "director by deputization" of the issuer. Douglas Trussler also serves as the general partner of Bison Capital Partners GP, LLC, the general partner of Bison Capital Partners VI GP, L.P., the general partner of Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P.

	Bison Capital Partners VI-A, L.P. By: Bison Capital Partners VI GP, L.P., Its: General Partner By: /s/ Lou Caballero Its: Managing Member	04/04/2023
	** 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).
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