SecProbe.io

Mail Stop 3561
April 18, 2016

Shane Evangelist
Chief Executive Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, California 90746

Re: U.S. Auto Parts Network, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 8, 2016
File No. 001 -33264

Dear Mr. Evangelist :

We have reviewed your filing an d 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 circumstances , please tell us why in your response.

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

Proxy Statement

1. We note disclosure in the proxy statement to the effect that a stockholder granting the
Company a pro xy confers discretionary authority on “any other business that may
properly come before the Annual Meeting.”  It appears you intend this discretionary
authority to include any adjournment or postponement of the Annual Meeting.  Please
revise, consistent wi th the parameters of discretionary authority conferred with a proxy,
as outlined in Rule 14a -4(c) and (d).  Note that if you wish to use the proxies to vote to
adjourn the meeting to solicit additional proxies, this must be listed as a separate matter
on the proxy card and in the proxy statement.

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 2

 Voting; Quorum, page 2

2. Please provide additional disclosure about how a “Withheld” vote will affect the outcome
of Proposal One  in view of the  plurality voting standard in effect for the election of
directors .  If you have a director resignation policy that is triggered if a nominee receives
a certain number of “Withheld” votes, please disclose this policy.

3. Please state whether holders of your common stock and Series A Convertible Preferred
vote together as  a single class.

Proxies, page 2

4. You state that the ratification of the appointment of RSM LLP  as the Company´s
independent auditors is considered a  routine  matter and therefore broker s are entitled to
vote shares held in street name.  However, it is our understanding that exchange rules do
not permit discretionary voting by brokers or other nominees on any matter in a contested
solicitation.  Please revise or advise.  Please also revis e your disclosure to describe the
impact of broker non -votes for purposes of establishing a quorum.

Letter from Cannell Capital LLC, page 3

5. Please summarize the topics discussed during the investor meeting that occurred on
March 14, 2016.  Please pro vide additional detail regarding the number of meetings, in
phone or in person that you had with Cannell Capital before the March 14, 2016 meeting.

6. We note the disclosure that Cannell Capital’s nominees “would be reviewed by the
Company’s Nominating a nd Corporate Governance Committee.”  Please provide
additional detail about the context of any such review, including whether the nominees
are being reviewed for purposes of future nominations.

Solicitation, page 3

7. Please disclose the total amount estima ted to be spent and the total expenditures to date in
connection with this solicitation.  Please see Item 4(b)(4) of Schedule 14A.

Proposal One

Election of Directors, page 5

8. We note the disclo sure that “ [e]ach nominee for election is currently a member of our
Board of Directors and has agreed to serve if elected.”  Please confirm that each of the
director nominees has  also consented to be named in the proxy.   Refer to Rule 14a -
4(d)(1) and (4).

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 3

 9. We note your disclosure that in the event a nominee is unable to serve or declines to
serve at the time of the Annual Meeting, the proxies will be voted for any nominee who is
designated by the present Board of Directors to fill the vacancy .  Please revise  the scope
of this statement, consistent with the scope of the discretionary authority outlined in Rule
14a-4(c)(5).

10. Please confirm that should the Board lawfully identify or nominate a substitute nominee
before the meeting, the company will file an amend ed proxy statement that (1) identifies
the substitute nominees, (2) discloses whether such nominees have consented to being
named in the revised proxy statement and to serve if elected and (3) includes the
disclosures required by Items 5(b) and 7 of Schedu le 14A with respect to such nominees.

Annex A – Supplemental Information Regarding Participants

11. In light of the requirement under Item 5(b)( 1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of criminal convictions within the last ten
years, please provide us with a written reply made on behalf of each participant in
response to this line item notwith standing the fact that a negative response need not be
disclosed in the proxy statement filed on Schedule 14A.

Proxy Card

12. Please mark the form of proxy card as preliminary  as required by Rule 14a -6(e)(1) .

We urge all persons who are responsible for t he 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 al l facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 the company is res ponsible 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 asser t staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 4

 Please contact Daniel Porco, Staff Attorney , at (202) 551 -3477  or Lisa Kohl, Legal
Branch Chief, at (202) 551-3252 or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products