Ronald J Knutson Form 4 Distribution Solutions / Ronald J Knutson ownership change

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^*

Knutson Ronald J

(Last) (First) (Middle)

8770 W. BRYN MAWR AVE., SUITE 900

C/O DISTRIBUTION SOLUTIONS GROUP, INC.

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Distribution Solutions Group, Inc. [ DSGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Restricted Stock Units	$0.00	01/27/2023		A		10,000(1)		(1)	04/01/2027	Common Stock	10,000	$0.00	10,000	D
Stock Options(2)	$55	01/27/2023		A		48,000		(3)	01/27/2033	Common Stock	48,000	$0.00	48,000	D
Stock Options(2)	$80	01/27/2023		A		15,000		(3)	01/27/2033	Common Stock	15,000	$0.00	15,000	D
Stock Options(2)	$110	01/27/2023		A		30,000		(3)	01/27/2033	Common Stock	30,000	$0.00	30,000	D
Stock Options(2)	$140	01/27/2023		A		30,000		(3)	01/27/2033	Common Stock	30,000	$0.00	30,000	D

Explanation of Responses:

1. Represents the right to receive shares of Common Stock at the exercise date in an amount equal to the number of restricted stock units. The restricted stock units vest and become exercisable in 20% installments on January 27, 2024, April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively, subject to the Reporting Person's continued employment by the Company through each respective date.

2. Represents the right to purchase one share of Common Stock in exchange for the exercise price at the date the reporting person exercises the right.

3. Stock options granted pursuant to Distribution Solutions Group, Inc. Equity Compensation Plan, as amended and restated effective October 17, 2022 (as amended on November 10, 2022). The stock options vest and become exercisable in 20% installments on January 27, 2024, April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively, subject to the Reporting Person's continued employment by the Company through each respective date.

Remarks:

	/s/ Richard D. Pufpaf, Attorney-In-Fact for Ronald Knutson	01/31/2023
	** 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.