Douglas Trussler - Mar 31, 2023 Form 4 Insider Report for MOTORCAR PARTS OF AMERICA INC (MPAA)

Role: Director
Signature: /s/ Douglas Trussler
Stock symbol: MPAA
Transactions as of: Mar 31, 2023
Transactions value $: $32,000,000
Form type: 4
Date filed: 4/5/2023, 04:17 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	See Note	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 person was appointed to the issuer's board of directors 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 person may be deemed to have a pecuniary interest in such securities and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 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.
F2	The holders of the securities have the right at any time and from time to time to convert all or any portion of the notes into fully paid, non-assessable and freely tradeable shares of common stock of the issuer.
F3	Douglas Trussler currently serves as representative on the issuer's board of directors for Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P., and therefore each of Bison Capital Partners VI, L.P., Bison Capital Partners VI-A, L.P., and Bison Capital Partners VI GP, L.P., the general partner of each such 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.