Nicholas Little Form 4/A DXP ENTERPRISES / NICHOLAS LITTLE 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^*

LITTLE NICHOLAS

(Last) (First) (Middle)

5301 HOLLISTER ST

(Street)

HOUSTON TX 77040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DXP ENTERPRISES INC [ DXPE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/19/2022

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
DXP Common Stock	03/31/2022		A		11,628	A	$0	822,287	D
DXP Common Stock(1)	03/05/2022		F		620	D	$0	821,667	D
DXP Common Stock(2)	12/31/2022		A		958	A	$0	822,625	D
DXP Common Stock(3)	03/05/2021		A		3,000	A	$0	825,625	D
DXP Common Stock	03/05/2023		F		506	D	$0	825,119	D
DXP Common Stock(4)	03/31/2023		A		26,003	A	$0	851,122	D
DXP Common Stock	04/12/2023		F		1,671	D	$0	849,451	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

Explanation of Responses:

1. The terms of the grant provide for vesting in equal amounts of three years on the anniversary date of the grant. [Grant date March 31, 2022 - 11,628 shares]

2. The number of additional shares acquired in the DXP Enterprises Inc. profit sharing.

3. The terms of the grant provide for vesting in equal amounts of two years on the anniversary date of the grant. [Grant date March 5, 2021 - 3,000 shares]

4. The terms of the grant provide for vesting in equal amounts of three years on the anniversary date of the grant. [Grant date March 31, 2023 - 26,003 shares]

Remarks:

	/s/ Nicholas Little	04/12/2023
	** 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).
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