SEC Form SC 13D/A filed by PARTS iD, Inc. (Amendment)

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PARTS iD, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

524643103

(CUSIP Number)

Roman Gerashenko

P.O. Box 175

Wickatunk, New Jersey 07765

(732) 639-0532

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

April 8, 2021

(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. o

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

¹ Based solely on information provided by the Issuer.

² Percentage of class calculation based on 32,873,457 shares of Class A Common Stock estimated outstanding as of March 5, 2021 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2021.

^* This Schedule 13D/A amends and restates the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission on November 27, 2020 and the Schedule 13D/A that the Reporting Person filed with the Securities and Exchange Commission on January 20, 2021.

Item 1.  Security and Issuer.

This Schedule 13D relates to the Class A common stock, par value 0.0001 per share (the “Common Stock”) of PARTS iD, Inc., a Delaware corporation (the “Company”), whose principal executive office is 1 Corporate Drive, Suite C, Cranbury, New Jersey 08512.

Item 2.  Identity and Background.

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

Mr. Gerashenko did not expend any funds in exchange for the shares of Common Stock. The consideration for the shares of Common Stock received in the Business Combination was the exchange of his common shares of Onyx.

Item 4.  Purpose of Transaction.

The transaction resulted from the exchange of Mr. Gerashenko’s Onyx shares in the Business Combination. Mr. Gerashenko does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)—(j) of Item 4 of Schedule 13D, but reserves his rights with regard to such matters in the future.

Item 5.  Interest in Securities of the Issuer.

As of the date hereof, Mr. Gerashenko beneficially owns 6,055,385 shares of Common Stock of the Company, constituting 18.42% of the issued and outstanding Common Stock, based upon 32,873,457 shares of Common Stock estimated outstanding as of March 5, 2021. Mr. Gerashenko has the sole power to vote or direct the vote of all of such shares of Common Stock. Mr. Gerashenko has the sole power to dispose or direct the disposition of all of such shares of Common Stock. The allocation of 6,055,385 shares of Common Stock was made by the Company. Mr. Gerashenko did not consent to this allocation and reserves all of his rights with respect to all of these transactions and the Business Combination.

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

At the closing of the Business Combination (the “Closing”), the Company and the Onyx stockholders receiving shares of Common Stock as consideration (the “Onyx Holders”), including the Reporting Person*, entered into a Registration Rights Agreement (the “Registration Rights Agreement”) to provide the Onyx Holders with registration rights with respect to certain outstanding shares of the Common Stock and any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (the “Registrable Securities”).

Pursuant to the terms of the Registration Rights Agreement, the Onyx Holders are entitled, after the expiration of a lock-up, to request (i) up to three written demands for registration, (ii) “piggy-back” registration in connection with any proposal by the Company to file a registration statement under the Securities Act of 1933, as amended and (iii) Form S-3 registrations, all subject to certain minimum requirements and customary conditions. The Registration Rights Agreement provides that the Company may defer registration: if (A) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, an initiated registration by the Company and provided that the Company has delivered written notice to the Onyx Holders prior to receipt of a demand registration and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration statement to become effective; (B) the Onyx Holders have requested a registration in which securities of the Company are sold to an underwriter in a firm commitment underwriting for distribution to the public and the Company and the Onyx Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Company’s board of directors such registration would be seriously detrimental to the Company and the board of directors concludes as a result that it is essential to defer the filing of such registration statement at such time. The Registration Rights Agreement provides for a lock-up period in which the Onyx Holders shall not transfer any shares of Common Stock issued to such Onyx Holders in connection with the Business Combination prior to the earlier of (i) the first anniversary of the Closing, (ii) the date, following the 180th day after the date of the Closing, on which the volume weighted average per share price (“VWAP”) of Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), (iii) the date, following the 270th day after the Closing, on which the VWAP of Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), or (iv) the Company’s completion of a liquidation, merger, stock exchange or other similar transaction that results in all of the Onyx Holders having the right to exchange their shares of Common Stock for cash, securities or other property.

*The Reporting Person did not execute the Registration Rights Agreement, but became party thereto by the effect of a proxy. The Reporting Person did not consent to the terms and conditions of the Registration Rights Agreement and reserves all of its rights with respect to that agreement and all of the transactions in connection with the Business Combination.

Item 7.  Material to Be Filed as Exhibits.

N/A

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.