Filing Details

Accession Number:
0001214659-22-008978
Form Type:
13D Filing
Publication Date:
2022-07-18 20:00:00
Filed By:
Private Capital Management
Company:
Motorcar Parts Of America Inc (NASDAQ:MPAA)
Filing Date:
2022-07-19
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Private Capital Management Private Capital Management, LLC 7.01%
Mr. Gregg J. Powers Gregg J. Powers 1.18%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

Motorcar Parts of America, Inc.

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

620071100
(CUSIP Number)

 

 

Mr. Chad Atkins

Private Capital Management, LLC

8889 Pelican Bay Boulevard, Suite 500

Naples, FL 34108

(239) 254-2500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

July 18, 2022

(Date of Event which Requires

Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
   
 

 

SCHEDULE 13D

CUSIP No. 620071100   Page 2 of 21 Pages

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Private Capital Management, LLC (46-3167283)

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

¨

 
 

 

 

 

(b)

 

 

¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Private Capital Management, LLC Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

Private Capital Management, LLC          358,786

 

 

8

 

SHARED VOTING POWER*

 

Private Capital Management, LLC         980,924

 

 

9

 

SOLE DISPOSITIVE POWER

 

Private Capital Management, LLC          358,786

 

 

10

 

SHARED DISPOSITIVE POWER

  Private Capital Management, LLC         980,924

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Private Capital Management, LLC         1,339,710**

 

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

¨

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Private Capital Management, LLC         7.01%

 

 

14

 

TYPE OF REPORTING PERSON

 

Private Capital Management IA

 

 

   
 

 

SCHEDULE 13D

CUSIP No. 620071100   Page 3 of 21 Pages

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Mr. Gregg J. Powers

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

¨

 
 

 

 

 

(b)

 

 

¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Gregg J. Powers                                      USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  Gregg J. Powers                                  225,000

 

8

 

SHARED VOTING POWER*

  Gregg J. Powers                                   1,339,710

 

9

 

SOLE DISPOSITIVE POWER

  Gregg J. Powers                                  225,000

 

10

 

SHARED DISPOSITIVE POWER

  Gregg J. Powers                                   1,339,710

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Gregg J. Powers                                  225,000

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

¨

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  Gregg J. Powers                                       1.18%

 

14

 

TYPE OF REPORTING PERSON

 

Gregg J. Powers IN

 

 

   
 

 

Item 1.Security and Issuer.

 

This statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, $.01 par value per share (the “Common Stock”), of Motorcar Parts of America, Inc., a New York corporation (the “Issuer”), whose principal executive offices are located at 2929 California Street, Torrance, CA 90503. The common stock is listed on The Nasdaq Global Select Market.

 

Item 2.Identity and Background.

 

(a)       This Schedule 13D is filed by Private Capital Management, LLC (“PCM”) and Gregg J. Powers, the CEO and Portfolio Manager of PCM. PCM and Mr. Powers are collectively referred to as the “Reporting Persons”. Mr. Powers disclaims beneficial ownership for the shares held by PCM. The Reporting Persons disclaim the existence of a group with respect to any third party.

 

(b)        Each of the Reporting Person’s business addresses are 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108.

 

(c)        PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM has the power and authority to make decisions to buy and sell securities on behalf of its clients. Mr. Powers, as CEO and Portfolio Manager of PCM, has the authority to direct the actions of PCM including the decisions to buy and sell stock.

 

(d)       None of the Reporting Persons has, during the last five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

 

(e)       None of the Reporting Persons has, during the last five years, been a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       PCM is a limited liability corporation organized under the laws of the state of Delaware. Mr. Powers is a United States citizen.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

PCM has acquired shares of Common Stock at an aggregate purchase price of $25,251,899 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients.

 

Mr. Powers acquired 225,500 shares of Common Stock at an aggregate purchase price of $3,908,098, which were acquired with his personal funds.

 

Item 4.Purpose of Transaction.

 

PCM has acquired shares of Common Stock in the normal course of its business as a registered investment adviser investing Client assets on a fully discretionary basis. PCM intends to engage with company management regarding available options for surfacing shareholder value over a reasonably determinate time frame. However, at this juncture PCM does not have a current intention to engage with management regarding (or otherwise pursuing) any of the activities listed in Item 4 (f) thru (i) set forth below.

 

(a)The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b)An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c)A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(d)Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)Any material change in the present capitalization or dividend policy of the issuer;
(f)Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g)Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h)Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

   
 

 

(i)A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j)Any action similar to any of those enumerated above.

 

Item 5.Interest in Securities of the Issuer.

 

(a & b) The information contained in the cover pages of the Reporting Persons filed herewith is incorporated herein.

 

(c)       The Reporting Persons acquired all of the shares of the Issuer pursuant to the purchase of Common Stock. All purchases and sales in the last 60 days are attached to this schedule. All purchases of Common Stock by the Reporting Persons within the last 60 days have been for PCM Clients.

 

(d)       Not applicable.

 

(e)       Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7.Material to be Filed as Exhibits.

 

Not applicable.

 

 

*PCM exercises shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client's discretion.

 

 

**PCM disclaims beneficial ownership of shares over which it has dispositive power and disclaims the existence of a group.

 

   
 

 

Page 6 of 14

 

Signatures

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

Dated:  July 18, 2022 Private Capital Management, LLC
     
     
  By: /s/  Chad D. Atkins
    Chad D. Atkins
    President, General Counsel and CCO 

 

 

  Gregg J. Powers
   
   
  By: /s/  Gregg J. Powers
    CEO & Portfolio Manager, Private Capital Management, LLC 

 

   
 

 

Page 7 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

5/27/2022

Buy Reporting Person 1 2,200 14.00
         
5/27/2022 Buy Reporting Person 1 1,455 14.05
         
6/2/2022 Sell Reporting Person 1 35 15.21
         
6/2/2022 Sell Reporting Person 1 360 15.21
         
6/3/2022 Buy Reporting Person 1 1,000 15.01
         
6/6/2022 Buy Reporting Person 1 2,173 15.45
         
6/7/2022 Buy Reporting Person 1 3,400 15.91
         
6/8/2022 Buy Reporting Person 1 2,746 16.04
         
6/9/2022 Buy Reporting Person 1 5,017 16.29
         
6/9/2022 Buy Reporting Person 1 1,000 16.29
         
6/9/2022 Sell Reporting Person 1 750 16.29
         
6/10/2022 Buy Reporting Person 1 9,500 15.87
         
6/13/2022 Buy Reporting Person 1 4,700 15.56
         
6/13/2022 Buy Reporting Person 1 4,868 15.57
         
6/14/2022 Buy Reporting Person 1 1,200 14.01
         
6/14/2022 Buy Reporting Person 1 5,671 14.41
         
6/16/2022 Buy Reporting Person 1 800 13.99
         
6/16/2022 Buy Reporting Person 1 1,425 14.05
         
6/16/2022 Buy Reporting Person 1 600 14.05
         
6/16/2022 Sell Reporting Person 1 640 14.10
         
6/17/2022 Buy Reporting Person 1 2,000 13.55
         
6/28/2022 Buy Reporting Person 1 1,330 14.14
         
6/30/2022 Buy Reporting Person 1 1,900 13.05

 

   
 

 

Page 8 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

6/30/2022

Buy Reporting Person 1 475 13.01
         
6/30/2022 Buy Reporting Person 1 2,520 12.91
         
6/30/2022 Buy Reporting Person 1 108 13.12
         
6/30/2022 Buy Reporting Person 1 2,320 12.92
         
6/30/2022 Buy Reporting Person 1 281 13.00
         
6/30/2022 Buy Reporting Person 1 935 12.87
         
6/30/2022 Buy Reporting Person 1 550 13.00
         
6/30/2022 Buy Reporting Person 1 735 13.00
         
6/30/2022 Buy Reporting Person 1 940 13.00
         
6/30/2022 Buy Reporting Person 1 750 13.00
         
6/30/2022 Buy Reporting Person 1 800 13.00
         
6/30/2022 Buy Reporting Person 1 1,200 12.87
         
6/30/2022 Buy Reporting Person 1 2,200 13.00
         
7/1/2022 Buy Reporting Person 1 2,000 13.52
         
7/1/2022 Buy Reporting Person 1 331 13.22
         
7/1/2022 Buy Reporting Person 1 765 13.34
         
7/1/2022 Buy Reporting Person 1 435 13.34
         
7/1/2022 Buy Reporting Person 1 6,184 13.49
         
7/1/2022 Buy Reporting Person 1 700 13.51
         
7/5/2022 Buy Reporting Person 1 5,932 13.32
         
7/5/2022 Buy Reporting Person 1 1,125 13.32
         
7/5/2022 Buy Reporting Person 1 1,280 13.32
         
7/5/2022 Buy Reporting Person 1 490 13.28

 

   
 

 

Page 9 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

7/5/2022

Buy Reporting Person 1 2,280 13.28
         
7/5/2022 Buy Reporting Person 1 720 13.28
         
7/5/2022 Buy Reporting Person 1 900 13.32
         
7/5/2022 Buy Reporting Person 1 305 13.37
         
7/5/2022 Buy Reporting Person 1 1,260 13.32
         
7/5/2022 Buy Reporting Person 1 940 13.28
         
7/5/2022 Buy Reporting Person 1 950 13.32
         
7/5/2022 Buy Reporting Person 1 1,565 13.31
         
7/5/2022 Buy Reporting Person 1 275 13.12
         
7/5/2022 Buy Reporting Person 1 390 13.35
         
7/5/2022 Buy Reporting Person 1 6,200 13.32
         
7/5/2022 Buy Reporting Person 1 375 13.19
         
7/5/2022 Buy Reporting Person 1 600 13.19
         
7/6/2022 Buy Reporting Person 1 285 13.17
         
7/6/2022 Buy Reporting Person 1 4,913 13.35
         
7/6/2022 Buy Reporting Person 1 2,380 13.35
         
7/6/2022 Buy Reporting Person 1 3,917 13.35
         
7/6/2022 Buy Reporting Person 1 870 13.17
         
7/6/2022 Buy Reporting Person 1 1,175 13.35
         
7/6/2022 Buy Reporting Person 1 920 13.35
         
7/6/2022 Buy Reporting Person 1 1,445 13.35
         
7/6/2022 Buy Reporting Person 1 1,495 13.35
         
7/6/2022 Buy Reporting Person 1 398 13.37

 

   
 

 

Page 10 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

7/6/2022

Buy Reporting Person 1 915 13.17
         
7/6/2022 Buy Reporting Person 1 700 13.35
         
7/7/2022 Buy Reporting Person 1 564 13.53
         
7/8/2022 Buy Reporting Person 1 40 14.13
         
7/11/2022 Buy Reporting Person 1 925 13.55
         
7/11/2022 Buy Reporting Person 1 1,338 13.63
         
7/11/2022 Buy Reporting Person 1 385 13.66
         
7/11/2022 Buy Reporting Person 1 1,990 13.63
         
7/11/2022 Buy Reporting Person 1 6,676 13.63
         
7/11/2022 Buy Reporting Person 1 600 13.60
         
7/11/2022 Buy Reporting Person 1 5,715 13.66
         
7/11/2022 Buy Reporting Person 1 1,150 13.55
         
7/11/2022 Buy Reporting Person 1 2,137 13.63
         
7/11/2022 Buy Reporting Person 1 895 13.55
         
7/11/2022 Buy Reporting Person 1 310 13.68
         
7/11/2022 Buy Reporting Person 1 1,300 13.55
         
7/11/2022 Buy Reporting Person 1 600 13.67
         
7/11/2022 Buy Reporting Person 1 810 13.67
         
7/11/2022 Buy Reporting Person 1 730 13.55
         
7/11/2022 Sell Reporting Person 1 600 13.50
         
7/11/2022 Sell Reporting Person 1 700 13.50
         
7/11/2022 Sell Reporting Person 1 53 13.50
         
7/12/2022 Buy Reporting Person 1 805 13.83

 

   
 

 

Page 11 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

7/12/2022

Buy Reporting Person 1 483 13.85
         
7/12/2022 Buy Reporting Person 1 750 13.83
         
7/13/2022 Buy Reporting Person 1 570 13.62
         
7/13/2022 Buy Reporting Person 1 500 13.60
         
7/13/2022 Buy Reporting Person 1 75 13.90
         
7/13/2022 Buy Reporting Person 1 900 13.62
         
7/13/2022 Buy Reporting Person 1 1,040 13.61
         
7/13/2022 Buy Reporting Person 1 195 13.72
         
7/13/2022 Buy Reporting Person 1 365 13.65
         
7/13/2022 Buy Reporting Person 1 1,025 13.60
         
7/13/2022 Buy Reporting Person 1 5,500 13.55
         
7/13/2022 Buy Reporting Person 1 1,695 13.61
         
7/13/2022 Buy Reporting Person 1 220 13.71
         
7/13/2022 Buy Reporting Person 1 770 13.62
         
7/13/2022 Buy Reporting Person 1 1,745 13.62
         
7/13/2022 Buy Reporting Person 1 840 13.62
         
7/13/2022 Sell Reporting Person 1 1,410 13.51
         
7/13/2022 Sell Reporting Person 1 1,660 13.51
         
7/13/2022 Sell Reporting Person 1 3,000 13.51
         
7/14/2022 Buy Reporting Person 1 555 13.43
         
7/14/2022 Buy Reporting Person 1 705 13.43
         
7/14/2022 Buy Reporting Person 1 675 13.43
         
7/14/2022 Buy Reporting Person 1 1,640 13.45

 

   
 

 

Page 12 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

7/14/2022

Buy Reporting Person 1 1,100 13.43
         
7/14/2022 Buy Reporting Person 1 500 13.48
         
7/14/2022 Buy Reporting Person 1 595 13.45
         
7/14/2022 Buy Reporting Person 1 230 13.53
         
7/14/2022 Buy Reporting Person 1 2,400 13.62
         
7/14/2022 Buy Reporting Person 1 1,360 13.62
         
7/14/2022 Buy Reporting Person 1 1,040 13.44
         
7/14/2022 Buy Reporting Person 1 730 13.44
         
7/14/2022 Buy Reporting Person 1 590 13.45
         
7/14/2022 Buy Reporting Person 1 2,328 13.44
         
7/14/2022 Buy Reporting Person 1 270 13.51
         
7/14/2022 Buy Reporting Person 1 520 13.46
         
7/14/2022 Buy Reporting Person 1 220 13.54
         
7/14/2022 Buy Reporting Person 1 720 13.45
         
7/14/2022 Buy Reporting Person 1 635 13.45
         
7/14/2022 Buy Reporting Person 1 390 13.48
         
7/14/2022 Buy Reporting Person 1 590 13.45
         
7/14/2022 Buy Reporting Person 1 125 13.43
         
7/14/2022 Buy Reporting Person 1 1,900 13.45
         
7/14/2022 Buy Reporting Person 1 80 13.59
         
7/14/2022 Buy Reporting Person 1 910 13.45
         
7/14/2022 Buy Reporting Person 1 55 13.67
         
7/14/2022 Buy Reporting Person 1 210 13.47

 

   
 

 

Page 13 of 14

 

Trade Date Transaction Type Fund Quantity Price
         

7/15/2022

Buy Reporting Person 1 373 14.42
         
7/15/2022 Buy Reporting Person 1 100 14.58
         
7/15/2022 Buy Reporting Person 1 650 14.41
         
7/15/2022 Buy Reporting Person 1 485 14.45

 

   
 

 

Page 14 of 14

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

Dated:  July 18, 2022 Private Capital Management, LLC
     
     
  By: /s/  Chad D. Atkins
    Chad D. Atkins
    President, General Counsel and CCO 

 

 

  Gregg J. Powers
     
     
  By: /s/  Gregg J. Powers
    CEO & Portfolio Manager, Private Capital Management, LLC