SecProbe.io

Mail Stop 3561
December 29, 2015

Mr. Neil T. Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed March 20, 2015
Items 2.02 and 9.01 Form 8 -K Filed November 2, 2015
Items 7.01 and 9.01 Form 8 -K Filed November 2, 2015
Form 10 -Q for the Quarterly Period Ended October 3, 2015
Filed November 4, 2015
File No. 1 -33264

Dear Mr. Watanabe :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended January 3, 2015

Item 7. Management’s Discussion and Analysis of Financial C ondition and Results of
Operations

Liquidity and Capital Resources, page 39

1. Reference is made to the third full paragraph on page F -31 which discloses that the
Common Stock Purchase Agreement limits the use of the $7 million in proceeds from the
sale of AutoMD, Inc. common stock to only general operating purposes of AutoMD, Inc.
Please tell us your consideration of disclosing the amount of cash included in cash and

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 2

 cash equivalents as of January 3, 2015 which can be used only for general operating
purpos es of AutoMD, Inc. and the impact this had and will have on your overall liquidity.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 15 – Segment Information, page F -30

2. Please disclose revenues for each product and service or each group of similar products
and services unless it is impracticable to do so.  If providing the information is
impracticable, that fact shall be disclosed.  Refer to ASC 280 -10-50-40.  In this regard,
we note that your most recent investor pr esentation at Form 8 -K filed November 2, 2015
discloses private label and branded revenues from collision parts, engine parts and
performance and accessories.

Items 2.02 and 9.01 Form 8 -K Filed November 2, 2015

Exhibit 99.1

3. Reference is made to your dis closure of projected 2015 and 2016 Adjusted EBITDA.  In
future filings please present, with equal or greater prominence, the most directly
comparable financial measure or measures calculated and presented in accordance with
Generally Accepted Accounting Pr inciples (GAAP) and a reconciliation (by schedule or
other clearly understandable method), which shall be quantitative for historical non -
GAAP measures presented, and quantitative, to the extent available without unreasonable
efforts, for forward -looking information, of the differences between the non -GAAP
financial measure disclosed or released with the most directly comparable financial
measure or measures calculated and presented in accordance with GAAP.  Refer to Item
10(e)(1)(i)(A) -(B) of Regulation S -K.

Items 7.01 and 9.01 Form 8 -K Filed November 2, 2015

Exhibit 99.1

4. Reference is made to your disclosure of historical and projected EBITDA and historical
Adjusted EBITDA.  In future filings please present the most directly comparable
financial measure  calculated and presented in accordance with GAAP and provide a
reconciliation (by schedule or other clearly understandable method), which shall be
quantitative for historical non -GAAP measures presented, and quantitative, to the extent
available without u nreasonable efforts, for forward -looking information, of the
differences between the non -GAAP financial measure disclosed or released with the most
comparable financial measure or measures calculated and presented in accordance with
GAAP.  Refer to Rule 10 0(a) of Regulation G.

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 3

Form 10 -Q for the Quarterly Period Ended October 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP measures, page 21

5. Given your disclosure stating that management utilizes Adjusted EBITDA for evaluating
your capacity to fund capital expenditures as well as a measure of your operating
performance, please explain why you have not reconciled this non -GAAP liquidity
measure to operating cash flow as the most directly comparable GAAP measure, in
addition to net income, to comply with Item 10(e)(1)(i)(B) of Regulation S -K.

6. In regard to your use of adjusted EBITDA as a liquidity measure, it appears to us your
definition excludes expenses that may require cash settlement, such as re structuring costs.
Please explain to us the consideration you gave to Item 10(e)(1)(ii)(A) in determining
whether it is appropriate to exclude charges or liabilities that required, or will require,
cash settlement, or would have required cash settlement a bsent an ability to settle in
another manner, from a non -GAAP liquidity measure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 4

 You may contact Adam Phippen, Staff Accountant,  at (202) 551 -3336 or Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202 with any questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products