LKCM Headwater Investments IV Form 4 Distribution Solutions / Luther King Jr 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^*

KING LUTHER CAPITAL MANAGEMENT CORP

(Last) (First) (Middle)

301 COMMERCE SUITE 1600

(Street)

FORT WORTH TX 76102

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/01/2023		J(1)(2)(3)(4)		1,837,748(4)	A	$45(4)	18,198,304(5)	I	See footnotes(1)(2)(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^*

KING LUTHER CAPITAL MANAGEMENT CORP

(Last) (First) (Middle)

301 COMMERCE SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

King John Bryan

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

King Luther Jr

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Private Discipline Master Fund, SPC

(Last) (First) (Middle)

PO BOX 309GT

UGLAND HOUSE, SOUTH CHURCH STREET

(Street)

GRAND CAYMAN E9 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Investment Partnership, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Micro-Cap Partnership, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Headwater Investments II, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Headwater II Sidecar Partnership, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Headwater Investments III, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LKCM Headwater Investments IV, L.P.

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 1600

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. 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), LKCM Headwater Investments IV, L.P. (HW4), LKCM TE Investors, LLC ("TestEquity Investors"), 301 HW Opus Investors, LLC ("Gexpro Investors"), J. Luther King, Jr. and J. Bryan King (Reporting Persons).

2. 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 IV GP, L.P. (HW4 GP) is the general partner of HW4. LKCM Headwater Investments GP, LLC (Ultimate GP) is the general partner of each of HW2 GP, Sidecar GP, HW3 GP, and HW4 GP. HW2 and Sidecar are the beneficial owners of HLI and TestEquity Investors, and HW3 is the beneficial owner of Gexpro Investors.

3. LKCM is the investment manager for each of PDP, LIP, Core, Micro, HW2, Sidecar, HW3 and HW4. J. Luther King, Jr. is the controlling shareholder of LKCM and the controlling member of LIP GP. J. Bryan King is the controlling member of each of PDP GP, Core GP, Micro GP, HW2 GP, Sidecar GP, HW3 GP, HW4 GP, and HLI. J. Luther King, Jr. and J. Bryan King are controlling members of Ultimate GP.

4. On May 9, 2023, the Issuer commenced a subscription rights offering (Rights Offering) pursuant to which the holders of Common Stock as of the close of business on May 1, 2023 or their transferees had the right to purchase up to an aggregate of 2,222,222 shares of Common Stock from the Issuer at a purchase price of $45.00 per share. In connection with the Rights Offering, (i) LIP acquired 26,250 shares of Common Stock, (ii) HW4 acquired 1,716,995 shares of Common Stock, (iii) Micro acquired 1,408 shares of Common Stock, (iv) Core acquired 1,101 shares of Common Stock, (v) a separately managed portfolio for which LKCM serves as investment adviser acquired 262 shares of Common Stock, (vi) PDP acquired 89,243 shares of Common Stock, and (vii) J. Bryan King acquired 2,489 shares of Common Stock.

5. Includes (i) 1,789,114 shares held by PDP, (ii) 276,250 shares held by LIP, (iii) 28,235 shares held by Micro, (iv) 11,591 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) 1,716,995 shares held by HW4, (x) 2,762 shares held by a separately managed portfolio for which LKCM serves as investment manager, and (xi) 19,537 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	06/02/2023
	J. Bryan King	06/02/2023
	J. Luther King, Jr.	06/02/2023
	J. Bryan King, for LKCM Private Discipline Master Fund, SPC	06/02/2023
	J. Luther King, Jr., for LKCM Investment Partnership, L.P.	06/02/2023
	J. Bryan King, for LKCM Micro-Cap Partnership, L.P.	06/02/2023
	J. Bryan King, for LKCM Headwater Investments II, L.P.	06/02/2023
	J. Bryan King, for LKCM Headwater II Sidecar Partnership, L.P.	06/02/2023
	J. Bryan King, for LKCM Headwater Investments III, L.P.	06/02/2023
	J. Bryan King, for LKCM Headwater Investments IV, L.P.	06/02/2023
	** 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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