UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
Distribution
Solutions Group, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
520776105
(CUSIP Number)
Jacob D. Smith
Principal and General Counsel
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
March 20, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Section 13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB
control number.
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CUSIP No. 520776105 |
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Page
2
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization Cayman Islands /
Texas |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
1,699,871 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
1,699,871 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,871 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 8.0% |
14. |
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Type of Reporting Person
(See Instructions) OO |
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CUSIP No. 520776105 |
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Page
3
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Investment Partnership, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Texas |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
250,000 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
250,000 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 1.2% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
4
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Micro-Cap Partnership, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,827 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,827 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
26,827 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 0.1% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
5
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Core Discipline, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
10,490 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
10,490 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,490 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 0.1% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
6
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Headwater Investments II, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
592,326 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
592,326 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
592,326 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 2.8% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
7
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Headwater II Sidecar Partnership, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 0% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
8
of 17 |
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1. |
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Name of Reporting Persons.
LKCM Headwater Investments III, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 0% |
14. |
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Type of Reporting Person
(See Instructions) PN |
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CUSIP No. 520776105 |
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Page
9
of 17 |
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1. |
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Name of Reporting Persons.
301 HW Opus Investors, LLC |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
8,000,000 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
8,000,000 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 37.9% |
14. |
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Type of Reporting Person
(See Instructions) OO |
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CUSIP No. 520776105 |
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Page
10
of 17 |
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1. |
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Name of Reporting Persons.
LKCM TE Investors, LLC |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
4,000,000 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
4,000,000 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 18.9% |
14. |
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Type of Reporting Person
(See Instructions) OO |
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CUSIP No. 520776105 |
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Page
11
of 17 |
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1. |
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Name of Reporting Persons.
Headwater Lawson Investors, LLC |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
1,761,494 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
1,761,494 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,761,494 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 8.3% |
14. |
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Type of Reporting Person
(See Instructions) CO |
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CUSIP No. 520776105 |
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Page
12
of 17 |
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1. |
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Name of Reporting Persons.
Luther King Capital Management Corporation |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) N/A |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
16,343,508 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
16,343,508 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,343,508 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 77.4% |
14. |
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Type of Reporting Person
(See Instructions) IA, CO |
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CUSIP No. 520776105 |
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Page
13
of 17 |
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1. |
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Name of Reporting Persons.
J. Luther King, Jr. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) N/A |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization United
States |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
16,343,508 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
16,343,508 |
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10. |
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Shared Dispositive Power
0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,343,508 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 77.4% |
14. |
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Type of Reporting Person
(See Instructions) IN |
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CUSIP No. 520776105 |
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Page
14
of 17 |
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1. |
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Name of Reporting Persons.
J. Bryan King |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) N/A |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
6. |
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Citizenship or Place of
Organization United
States |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
16,108,056 |
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8. |
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Shared Voting Power
0 |
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9. |
|
Sole Dispositive Power
16,108,056 |
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10. |
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Shared Dispositive Power
0 |
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|
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,108,056 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 76.3% |
14. |
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Type of Reporting Person
(See Instructions) IN |
This Amendment No. 25 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting
Persons with respect to the Common Stock, par value $1.00 per share (Common Stock), of Distribution Solutions Group, Inc. (the Issuer). Except as set forth below, all previous Items remain unchanged. Capitalized terms used
herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a group under
the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby
expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial
owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
Item 3. Source and Amount
of Funds or Other Consideration
Item 3 is here by supplemented as follows:
On March 20, 2023, the Issuer issued (i) 700,000 shares of Common Stock to TestEquity Investors (the TestEquity Holdback Shares) and (ii)
1,000,000 shares of Common Stock to Gexpro Investors (the Gexpro Holdback Shares, and together with the TestEquity Holdback Shares, the Holdback Shares), in each case pursuant to the terms of the earnout provisions of the
TestEquity Merger Agreement and Gexpro Merger Agreement, respectively. The Holdback Shares issued represent the maximum number of additional shares of Common Stock that could be issued to TestEquity Investors and Gexpro Investors under such merger
agreements, and no additional shares of Common Stock are available for issuance pursuant to such merger agreements.
Item 5. Interest in
Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of March 20, 2023, the Reporting Persons may be deemed to beneficially own 16,343,508 shares of Common Stock (which represents approximately 77.4%
of the outstanding Common Stock based upon information obtained from the Issuer).
(b)
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Sole Voting Power |
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Shared Voting Power |
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Sole Dispositive Power |
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|
Shared Dispositive Power |
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PDP |
|
|
1,699,871 |
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|
0 |
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1,699,871 |
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|
0 |
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LIP |
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250,000 |
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0 |
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250,000 |
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0 |
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HW2 |
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592,326 |
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0 |
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592,326 |
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0 |
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Sidecar |
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0 |
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0 |
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0 |
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0 |
|
HWLI |
|
|
1,761,494 |
|
|
|
0 |
|
|
|
1,761,494 |
|
|
|
0 |
|
HW3 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Gexpro Investors |
|
|
8,000,000 |
|
|
|
0 |
|
|
|
8,000,000 |
|
|
|
0 |
|
TestEquity Investors |
|
|
4,000,000 |
|
|
|
0 |
|
|
|
4,000,000 |
|
|
|
0 |
|
Micro |
|
|
26,827 |
|
|
|
0 |
|
|
|
26,827 |
|
|
|
0 |
|
Core |
|
|
10,490 |
|
|
|
0 |
|
|
|
10,490 |
|
|
|
0 |
|
LKCM |
|
|
16,343,508 |
|
|
|
0 |
|
|
|
16,343,508 |
|
|
|
0 |
|
J. Luther King, Jr. |
|
|
16,343,508 |
|
|
|
0 |
|
|
|
16,343,508 |
|
|
|
0 |
|
J. Bryan King |
|
|
16,108,056 |
|
|
|
0 |
|
|
|
16,108,056 |
|
|
|
0 |
|
(c) The information provided by the Reporting Persons in response to Items 3 and 4 are hereby incorporated by reference in
response to this Item 5(c).
(d) Not applicable.
(e) Not
applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 21, 2023
|
|
|
LKCM Private Discipline Master Fund, SPC |
|
|
By: |
|
LKCM Private Discipline Management, L.P., sole holder of its management shares |
|
|
By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
PDLP Lawson, LLC |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
LKCM Investment Partnership, L.P. |
|
|
By: |
|
LKCM Investment Partnership GP, LLC, its general partner |
|
|
By: |
|
/s/ J. Luther King, Jr. |
|
|
J. Luther King, Jr., President |
|
LKCM Headwater Investments II, L.P. |
|
|
By: |
|
LKCM Headwater Investments II GP, L.P., its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
LKCM Headwater II Sidecar Partnership, L.P. |
|
|
By: |
|
LKCM Headwater II Sidecar Partnership GP, L.P., its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
|
|
LKCM Headwater Investments III, L.P. |
|
|
By: |
|
LKCM Headwater Investments III GP, L.P., its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
301 HW Opus Investors, LLC |
|
|
By: |
|
/s/ Jacob D. Smith |
|
|
Jacob D. Smith, Vice President |
|
LKCM TE Investors, LLC |
|
|
By: |
|
/s/ Jacob D. Smith |
|
|
Jacob D. Smith, Vice President |
|
LKCM Micro-Cap Partnership, L.P. |
|
|
By: |
|
LKCM Micro-Cap Management, L.P., its general partner |
|
|
By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
LKCM Core Discipline, L.P. |
|
|
By: |
|
LKCM Core Discipline Management, L.P., its general partner |
|
|
By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
Headwater Lawson Investors, LLC |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
Luther King Capital Management Corporation |
|
|
By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, Principal and Vice President |
|
/s/ J. Bryan King |
J. Bryan King |
|
/s/ J. Luther King, Jr. |
J. Luther King, Jr. |
Lawson Products (NASDAQ:LAWS)
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Lawson Products (NASDAQ:LAWS)
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