Form: 4/A

Statement of changes in beneficial ownership of securities

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BERETTA JOSEPH M

(Last) (First) (Middle)
C/O DORMAN PRODUCTS, INC.
3400 WALNUT STREET

(Street)
COLMAR PA 18915

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dorman Products, Inc. [ DORM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-President
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/25/2012
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/22/2012(1) M 2,000(2) A $8.01 19,286 D
Common Stock(3) 05/22/2012 F 627(4) D $48.64 18,659 D
Common Stock(3) 05/24/2012 F 3,312(4) D $47.15 35,347 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $8.01 05/22/2012(1) M 2,000(2) (5) 02/02/2014 Common Stock 2,000 $0.00 81,900 D
Explanation of Responses:
1. The Form 4, as originally filed, incorrectly reported the Transaction Date as 5/23/2012. The Form 4, as amended by this Form 4/A, correctly reports the Transaction Date as 5/22/2012.
2. This option and the option exercised on May 24, 2012 (reported on the Form 4, as originally filed) were exercised pursuant to a Rule 10b5-1 Trading Plan adopted by Mr. Beretta on May 4, 2012.
3. This transaction was erroneously omitted from the reporting person's Form 4 as originially filed.
4. These shares were withheld by the issuer upon the exercise of an employee stock option to satisfy Mr. Beretta's tax withholding obligations. Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended.
5. The option, representing the right to purchase a total of 100,000 shares, became exercisable in five equal annual installments beginning on February 2, 2005.
Remarks:
/s/ Joseph M. Beretta 06/27/2012
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 Number.