Edgar Filing: Cohen David E

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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

Motorcar Parts America, Inc.
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(Name of Issuer)

Common Stock, par value $.01 per share
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(Title of Class of Securities)

620071100
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(CUSIP Number)

Midwood Capital Management LLC
Attn: David E. Cohen
575 Boylston St.
4th Floor
Boston, MA 02116
617-224-1751

With a copy to:

Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1151

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 23, 2007
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are sent.

*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).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.

SEC 1746 (1-06)

CUSIP NO. 620071100 13D PAGE 2 OF 13 PAGES

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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

David E. Cohen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6. Citizenship or Place of Organization USA
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7. Sole Voting Power
Number of ---------------------------------------------------------------
Shares 8. Shared Voting 738,726 (including 13,649 shares underlying
Beneficially exercisable warrants)
Owned by ---------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting ---------------------------------------------------------------
Person With 10. Shared Dispositive Power 738,726 (including 13,649
shares underlying exercisable warrants)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 738,726
(including 13,649 shares underlying exercisable warrants)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)[ ]
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13. Percent of Class Represented by Amount in Row (11) 6.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
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CUSIP NO. 620071100 13D PAGE 3 OF 13 PAGES

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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Ross D. DeMont
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
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3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)[ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization USA
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of ---------------------------------------------------------------
Shares 8. Shared Voting Power 738,726 (including 13,649 shares
Beneficially underlying exercisable warrants)
Owned by ---------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting ---------------------------------------------------------------
Person With 10. Shared Dispositive Power 738,726 (including 13,649 shares
underlying exercisable warrants)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 738,726
(including 13,649 shares underlying exercisable warrants)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 6.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
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CUSIP NO. 620071100 13D PAGE 4 OF 13 PAGES
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Midwood Capital Management LLC
I.R.S. Identification No. 14-1885029
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
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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) [ ]
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6. Citizenship or Place of Organization Delaware
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7. Sole Voting Power 738,726 (including 13,649 shares
underlying exercisable warrants)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially ----------------------------------------------------------------
Owned by 9. Sole Dispositive Power 738,726 (including 13,649 shares
Each underlying exercisable warrants)
Reporting ----------------------------------------------------------------
Person With 10. Shared Dispositive Power
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 738,726
(including 13,649 shares underlying exercisable warrants)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 6.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IA
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CUSIP NO. 620071100 13D PAGE 5 OF 13 PAGES
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Midwood Capital Partners, L.P.
I.R.S. Identification No. 27-0060548
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

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11. Aggregate Amount Beneficially Owned by Each Reporting Person 314,380
(including 5,854 shares underlying exercisable warrants)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 2.6%
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14. Type of Reporting Person (See Instructions) PN
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CUSIP NO. 620071100 13D PAGE 6 OF 13 PAGES
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Midwood Capital Partners QP, L.P.
I.R.S. Identification No. 42-1657728
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

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11. Aggregate Amount Beneficially Owned by Each Reporting Person 424,346
(including 7,795 shares underlying exercisable warrants)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)[ ]
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13. Percent of Class Represented by Amount in Row (11) 3.5%
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14. Type of Reporting Person (See Instructions) PN
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CUSIP No. 620071100 Page 7 of 13

ITEM 1. SECURITY AND ISSUER

This joint statement on Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock") of Motorcar Parts America, Inc., a New York
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 2929 California St., Torrance, CA 90503.

ITEM 2. IDENTITY AND BACKGROUND

This joint statement on Schedule 13D is being filed by David E. Cohen, Ross D.
DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and
Midwood Capital Partners QP, L.P., who are collectively referred to as the
"Reporting Persons." Messrs. Cohen and DeMont (the "Managers") are the managers
of Midwood Capital Management LLC ("Capital"), which is the sole general partner
of each of Midwood Capital Partners, L.P. ("LP") and Midwood Capital Partners
QP, L.P. ("QP" and together with LP, the "Funds"). By virtue of their positions,
each of the Managers has the power to vote and dispose of the shares of Common
Stock held by each of the Funds. Information with respect to each of the
Reporting Persons is as follows:

(1) (a) David E. Cohen

(b) 575 Boylston St., 4th Floor, Boston, MA 02116

(d) No

(e) No

(f) United States

(2) (a) Ross D. DeMont

(b) 575 Boylston St., 4th Floor, Boston, MA 02116

(d) No

(e) No

(f) United States

(3) (a) Midwood Capital Management LLC, a Delaware limited liability company

(b) 575 Boylston St., 4th Floor, Boston, MA 02116

CUSIP No. 620071100 Page 8 of 13

(d) No

(e) No

(4) (a) Midwood Capital Partners, L.P., a Delaware limited partnership

(b) c/o Midwood Capital Management LLC, 575 Boylston St., 4th Floor,
Boston, MA 02116

(d) No

(e) No

(5) (a) Midwood Capital Partners QP, L.P., a Delaware limited partnership

(b) c/o Midwood Capital Management LLC, 575 Boylston St., 4th Floor,
Boston, MA 02116

(d) No

(e) No

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Reporting Persons acquired beneficial ownership of an aggregate of 738,726
shares of Common Stock (including 13,649 shares of Common Stock underlying
exercisable warrants) for a total of $8,213,535.76 using cash from the Funds,
which amount does not include the exercise price for the unexercised warrants of
$15.00 per share. The shares of such Common Stock held by LP and QP are held in
margin accounts which from time to time may incur debit balances. Since other
securities are held in such margin accounts, it is impracticable to determine
the amounts, if any, borrowed with respect to such shares of Common Stock. The
cost of borrowing with respect to such margin accounts fluctuates with the
broker loan rate and the amount of the debit balance.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons acquired shares of, and warrants exercisable for, the
Common Stock of the Issuer based on their belief that the Issuer's stock is
undervalued and represents an attractive investment opportunity. The Reporting
Persons have engaged in the past, and may wish to continue to engage in the
future, in a constructive dialogue with management of the Issuer ("Management"),
as well as with other stockholders of the Issuer and the Issuer's Board of
Directors (the "Board of Directors"), regarding the Issuer's business operations
and new strategies to create and maximize value for the Issuer's stockholders.
The Reporting Persons intend to review continuously their equity interest in the
Issuer. Depending upon their evaluation

CUSIP No. 620071100 Page 9 of 13

of the factors described below, one or more of the Reporting Persons may from
time to time purchase additional securities of the Issuer, dispose of all or a
portion of the securities then held by such Reporting Person, or cease buying or
selling such securities. Any such additional purchases or sales of securities of
the Issuer may be in the open market or privately negotiated transactions or
otherwise. The factors which the Reporting Persons may consider in evaluating
their equity interest in the Issuer's business include the following: (i) the
Issuer's business and prospects; (ii) the business strategy and actions of
Management and the Board of Directors to enhance the Issuer's value to its
stockholders; (iii) the performance of the Common Stock and the availability of
the Common Stock for purchase at particular price levels; (iv) the availability
and nature of opportunities to dispose of the Reporting Persons' interests; (v)
general economic conditions; (vi) stock market and money market conditions;
(vii) other business and investment opportunities available to the Reporting
Persons; and (viii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the Reporting Persons
may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any
specific plans which would result in (a) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) any
extraordinary corporate transactions such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) any sale or
transfer of a material amount of the assets of the Issuer or of any of its
subsidiaries; (d) any change in the present Management or Board of Directors,
including any plans or proposals to change the number of term of directors or to
fill any existing vacancies on the Board of Directors; (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; (g) any change
in the Issuer's charter or by-laws which may impede the acquisition of control
of the Issuer by any person; (h) the Issuer's Common Stock being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system or a registered national securities association;
(i) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to those enumerated
above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) In the aggregate, the Reporting Persons beneficially own 738,726 shares of
the Common Stock of the Issuer (including 13,649 shares of Common Stock
underlying exercisable warrants), representing approximately 6.1% of such class
of securities. The beneficial ownership of each Reporting Person is as follows:
(i) LP beneficially owns 314,380 shares of the Common Stock (including 5,854
shares of Common Stock underlying exercisable warrants), representing
approximately 2.6% of the class, (ii) QP beneficially owns 424,346 shares of the
Common Stock (including 7,795 shares of Common Stock underlying exercisable
warrants), representing approximately 3.5% of the class, and (iii) Capital, as
the sole general partner of each Fund, and Messrs. Cohen and DeMont, as the
managers of Capital, each beneficially own 738,726 shares of the Common Stock of
the Issuer (including 13,649 shares of Common Stock underlying exercisable
warrants) representing approximately 6.1% of the class. The percentage of the
Common Stock beneficially owned by Capital, as the sole general partner of each
Fund, and

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CUSIP No. 620071100 Page 10 of 13

Messrs. Cohen and DeMont, as the managers of Capital, is based on a total of
12,025,680 shares of the Common Stock of the Issuer outstanding as of May 23,
2007, which number is the sum of (i) 8,370,122 shares of Common Stock of the
Issuer outstanding as of February 15, 2007, as reported in the most recently
filed quarterly report of the Issuer on Form 10-Q for the quarter ended December
31, 2006, (ii) 3,641,909 shares of Common Stock of the Issuer, being that number
of shares of Common Stock of the Issuer that the Reporting Persons have reason
to believe were issued by the Issuer on May 23, 2007, and (iii) 13,649 shares of
Common Stock of the Issuer underlying exercisable warrants held by LP and QP.
The percentage of the Common Stock beneficially owned by LP, is based on a total
of 12,017,885 shares of the Common Stock of the Issuer outstanding as of May 23,
2007, which number is the sum of (i) 8,370,122 shares of Common Stock of the
Issuer outstanding as of February 15, 2007, as reported in the most recently
filed quarterly report of the Issuer on Form 10-Q for the quarter ended December
31, 2006, (ii) 3,641,909 shares of Common Stock of the Issuer, being that number
of shares of Common Stock of the Issuer that the Reporting Persons have reason
to believe were issued by the Issuer on May 23, 2007, and (iii) 5,854 shares of
Common Stock of the Issuer underlying an exercisable warrant held by LP. The
percentage of the Common Stock beneficially owned by QP, is based on a total of
12,019,826 shares of the Common Stock of the Issuer outstanding as of May 23,
2007, which number is the sum of (i) 8,370,122 shares of Common Stock of the
Issuer outstanding as of February 15, 2007, as reported in the most recently
filed quarterly report of the Issuer on Form 10-Q for the quarter ended December
31, 2006, (ii) 3,641,909 shares of Common Stock of the Issuer, being that number
of shares of Common Stock of the Issuer that the Reporting Persons have reason
to believe were issued by the Issuer on May 23, 2007, and (iii) 7,795 shares of
Common Stock of the Issuer underlying an exercisable warrant held by QP.

(b) By virtue of their positions as managers of Capital, each of the Managers
has the shared authority to vote and dispose of the shares of Common Stock
reported in this joint statement Schedule 13D.

(c) The following transactions in the Common Stock were conducted by Reporting
Persons from March 24, 2007 (60 days prior to the event which requires the
filing of this statement) to the date hereof:

NO. OF SHARES PURCHASE/(SALE)
PERSON DATE PURCHASED/(SOLD) PRICE PER SHARE
---------------------------------- ------------- ---------------- ---------------------

Midwood Capital Partners, L.P. 4/12/2007 651 13.015
5/23/2007 39,031 11.00
5/23/2007 5,854* -

Midwood Capital Partners QP, L.P. 3/30/2007 900 14.00
4/2/2007 1,920 13.925
4/5/2007 1,000 14.00
4/12/2007 5,999 13.015
5/23/2007 51,969 11.00
5/23/2007 7,795* -

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CUSIP No. 620071100 Page 11 of 13

Each of the above listed transactions, except for the transactions conducted on
May 23, 2007, was conducted in the ordinary course of business on the open
market for cash. Each of the above listed transactions that occurred on May 23,
2007 were conducted in the context of a private placement of the Issuer pursuant
to an exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.
Purchase and sale prices do not reflect brokerage commissions paid.

*Represents shares of Common Stock of the Issuer underlying exercisable
warrants.

(d) N/A

(e) N/A

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

In connection with the purchase of 91,000 shares of Common Stock of the
Issuer, each of LP and QP is party to a Securities Purchase Agreement among the
Issuer and the investors identified on the signature pages thereto, dated as of
May 18, 2007, and a Registration Rights Agreement among the Issuer and the
investors identified on the signature pages thereto, dated as of May 18, 2007.
On May 23, 2007, the Issuer also issued (i) to LP a warrant to purchase 5,854
shares of Common Stock of the Issuer and (ii) to QP a warrant to purchase 7,795
shares of Common Stock of the issuer, in each case at an exercise price of
$15.00 per share. The forms of each of the Securities Purchase Agreement, the
Registration Rights Agreement and the warrant are attached as Exhibits 10.1,
10.2 and 10.4 to the Form 8-K filed by the Issuer on May 18, 2007.

Except for matters described in this Schedule 13D, and the Exhibits
attached hereto, there are no other contracts, arrangements, understandings, or
relationships (legal or otherwise) among the Reporting Persons, or between any
Reporting Person(s) and any third party, with respect to any securities of the
Issuer, including, but not limited to, transfer or voting any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 Joint Filing Agreement by and among David E. Cohen, Ross D. DeMont,
Midwood Capital Management, LLC, Midwood Capital Partners, L.P. and Midwood
Capital Partners QP, L.P. dated January 17, 2006.

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CUSIP No. 620071100 Page 12 of 13
Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE: May 24, 2007
-----------------------------

MIDWOOD CAPITAL PARTNERS, L.P.

By: Midwood Capital Management, LLC
General Partner

By: /s/ David E. Cohen
--------------------------------------------
David E. Cohen
Manager

MIDWOOD CAPITAL
PARTNERS QP, L.P.

By: Midwood Capital Management, LLC
General Partner

By: /s/ David E. Cohen
--------------------------------------------
David E. Cohen
Manager

MIDWOOD CAPITAL
MANAGEMENT, LLC

By: /s/ David E. Cohen
--------------------------------------------
David E. Cohen
Manager

CUSIP No. 620071100 Page 13 of 13

DAVID E. COHEN

By: /s/ David E. Cohen
------------------------------------------
David E. Cohen

ROSS D. DEMONT

By: /s/ Ross D. DeMont
------------------------------------------
Ross D. DeMont