FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  325 CAPITAL LLC
2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2024
3. Issuer Name and Ticker or Trading Symbol
MOTORCAR PARTS OF AMERICA INC [MPAA]
(Last)
(First)
(Middle)
757 THIRD AVENUE, 20TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value per share 317,648
I
By: 325 Capital Master Fund LP (1) (2)
Common Stock, $0.01 par value per share 1,968,382
I
By: 325 Capital LLC (1) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
325 CAPITAL LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X    
325 Capital GP, LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X    
325 Capital Master Fund LP
190 ELGIN AVENUE
GEORGE TOWN
GRAND CAYMAN, E9 KY1-9008
    X    
FRIEDBERG DANIEL M.
C/O SAGARD CAPITAL
325 GREENWICH AVENUE
GREENWICH, CT 06830
    X    
Shrivastava Anil K
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X    
Braner Michael David
200 PARK AVENUE
17TH FLOOR
NEW YORK, NY 10016
    X    

Signatures

325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 08/29/2024
**Signature of Reporting Person Date

325 Capital GP, LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 08/29/2024
**Signature of Reporting Person Date

325 Master Fund LP, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 08/29/2024
**Signature of Reporting Person Date

/s/ Michael D. Braner 08/29/2024
**Signature of Reporting Person Date

/s/ Anil Shrivastava 08/29/2024
**Signature of Reporting Person Date

/s/ Daniel M. Friedberg 08/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2) Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
(3) Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

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