Distribution Solutions Group, Inc. — Director's Dealing 2022

Sep 9, 2022

SEC Form 3/A — Form 3/A

Issuer: Distribution Solutions Group, Inc. (DSGR)
CIK: 0000703604
Period of Report: 2022-08-17

Reporting Person: Frazee Russ (See Remarks)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Member Interest in LLC	$		Common Stock ()		Direct

Footnotes

F1: The Reporting Person also holds equity interests in LKCM TE Investors, LLC ("LTI"). Pursuant to the Agreement and Plan of Merger, dated December 29, 2021, by and among LTI, the Issuer and the other parties thereto, LTI is the record owner of 3,300,000 shares of Common Stock of the Issuer. Pursuant to the terms and provisions of the operating agreement of LTI, the Reporting Person is eligible to participate in any distribution of proceeds of the sales of shares of Common Stock of the Issuer owned by LTI to its members, subject to various employment, vesting and performance requirements, as well as other terms and conditions. The Reporting Person does not control LTI and does not have or share investment control over LTI or the shares of Common Stock of the Issuer held by LTI.

F2: (Continued from footnote 1), The Reporting Person disclaims beneficial ownership of the shares of Common Stock of the Issuer held by LTI, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose. The controlling members of LTI are LKCM Headwater Investments II, L.P. (HW2) and LKCM Headwater II Sidecar Partnership, L.P. (Sidecar). Luther King Capital Management Corporation (LKCM) serves as the investment manager for HW2 and Sidecar.

F3: (Continued from footnote 2), LKCM Headwater Investments II GP, L.P. (HW2 GP) serves as the general partner of HW2, and LKCM Headwater II Sidecar Partnership GP, L.P. (Sidecar GP) serves as the general partner of Sidecar. J. Luther King, Jr. is a controlling shareholder of LKCM. J. Luther King, Jr. and J. Bryan King are controlling members of LKCM Headwater Investments GP, LLC, which is the general partner of each of HW2 GP and Sidecar GP.