Bison Capital Partners Vi A, L.P. - Mar 31, 2023 Form 4 Insider Report for MOTORCAR PARTS OF AMERICA INC (MPAA)

Role
Director
Signature
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
Stock symbol
MPAA
Transactions as of
Mar 31, 2023
Transactions value $
$32,000,000
Form type
4
Date filed
4/4/2023, 09:35 PM
Next filing
Jun 27, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MPAA 10% Convertible Promissory Notes due 2029 Purchase $32M $32M Mar 31, 2023 Common Stock 2.13M $15.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.