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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Distribution Solutions Group, Inc. [ DSGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 03/20/2023 | J(1) | 1,700,000(1) | A | $0(2) | 16,360,556 | I | See footnotes(3)(4)(5)(6) | ||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On March 20, 2023, the Issuer issued (i) 700,000 shares of Common Stock to LKCM TE Investors, LLC (TestEquity Investors) pursuant to the terms of the earnout provisions of the Agreement and Plan of Merger, dated December 29, 2021, by and among TestEquity Investors, the Issuer and the other parties thereto, and (ii) 1,000,000 shares of Common Stock to 301 HW Opus Investors, LLC (Gexpro Investors) pursuant to the terms of the earnout provisions of the Agreement and Plan of Merger, dated December 29, 2021, by and among Gexpro Investors, the Issuer and the other parties thereto. |
| 2. Not applicable. |
| 3. This Form 4 is filed by Luther King Capital Management Corporation (LKCM), LKCM Private Discipline Master Fund, SPC (PDP), LKCM Investment Partnership, L.P. (LIP), LKCM Core Discipline, L.P. (Core), LKCM Micro-Cap Partnership, L.P. (Micro), LKCM Headwater Investments II, L.P. (HW2), LKCM Headwater II Sidecar Partnership, L.P. (Sidecar), Headwater Lawson Investors, LLC (HLI), LKCM Headwater Investments III, L.P. (HW3), TestEquity Investors, Gexpro Investors, J. Luther King, Jr. and J. Bryan King (Reporting Persons). |
| 4. LKCM Private Discipline Management, L.P. holds the management shares of PDP, and LKCM Alternative Management, LLC (PDP GP) is its general partner. LKCM Investment Partnership GP, LLC (LIP GP) is the general partner of LIP. LKCM Core Discipline Management, L.P. (Core GP) is the general partner of Core. LKCM Micro-Cap Management, L.P. (Micro GP) is the general partner of Micro. LKCM Headwater Investments II GP, L.P. (HW2 GP) is the general partner of HW2. LKCM Headwater II Sidecar Partnership GP, L.P. (Sidecar GP) is the general partner of Sidecar. LKCM Headwater Investments III GP, L.P. (HW3 GP) is the general partner of HW3. LKCM Headwater Investments GP, LLC (Ultimate GP) is the general partner of each of HW2 GP, Sidecar GP, and HW3 GP. HW2 and Sidecar are the beneficial owners of HLI and TestEquity Investors, and HW3 is the beneficial owner of Gexpro Investors. |
| 5. Includes (i) 1,699,871 shares held by PDP, (ii) 250,000 shares held by LIP, (iii) 26,827 shares held by Micro, (iv) 10,490 shares held by Core, (v) 1,761,494 shares held by HLI, (vi) 592,326 shares held by HW2, (vii) 8,000,000 shares held by Gexpro Investors, (viii) 4,000,000 shares held by TestEquity Investors, (ix) 2,500 shares held by a separately managed portfolio for which LKCM serves as investment manager, and (x) 17,048 shares held directly by J. Bryan King. |
| 6. Each of the Reporting Persons expressly disclaims membership in a group under the Securities Exchange Act of 1934, as amended, with respect to the securities reported herein, and this Form 4 shall not be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such Reporting Person is the beneficial owner of such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| J. Bryan King, for Luther King Capital Management Corporation | 03/22/2023 | |
| J. Bryan King, for LKCM Private Discipline Master Fund, SPC | 03/22/2023 | |
| J. Luther King, Jr., for LKCM Investment Partnership, L.P. | 03/22/2023 | |
| J. Bryan King, for LKCM Core Discipline, L.P. | 03/22/2023 | |
| J. Bryan King, for LKCM Micro-Cap Partnership, L.P. | 03/22/2023 | |
| J. Bryan King, for LKCM Headwater Investments II, L.P. | 03/22/2023 | |
| J. Bryan King, for LKCM Headwater II Sidecar Partnership, L.P. | 03/22/2023 | |
| J. Bryan King, for LKCM Headwater Investments III, L.P. | 03/22/2023 | |
| J. Bryan King | 03/22/2023 | |
| J. Luther King, Jr. | 03/22/2023 | |
| ** 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. | ||