Distribution Solutions Group, Inc. — Director's Dealing 2023

Mar 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Distribution Solutions Group, Inc. (DSGR)
CIK: 0000703604
Period of Report: 2023-03-20

Reporting Person: KING LUTHER CAPITAL MANAGEMENT CORP (10% Owner)
Reporting Person: LKCM Private Discipline Master Fund, SPC (10% Owner)
Reporting Person: LKCM Investment Partnership, L.P. (10% Owner)
Reporting Person: LKCM Core Discipline, L.P. (10% Owner)
Reporting Person: LKCM Micro-Cap Partnership, L.P. (10% Owner)
Reporting Person: LKCM Headwater Investments II, L.P. (10% Owner)
Reporting Person: LKCM Headwater II Sidecar Partnership, L.P. (10% Owner)
Reporting Person: LKCM Headwater Investments III, L.P. (10% Owner)
Reporting Person: King Luther Jr (10% Owner)
Reporting Person: King John Bryan (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-20	Common Stock	J	1700000	—	Acquired	16360556	Indirect

Footnotes

F1: On March 20, 2023, the Issuer issued (i) 700,000 shares of Common Stock to LKCM TE Investors, LLC (TestEquity Investors) pursuant to the terms of the earnout provisions of the Agreement and Plan of Merger, dated December 29, 2021, by and among TestEquity Investors, the Issuer and the other parties thereto, and (ii) 1,000,000 shares of Common Stock to 301 HW Opus Investors, LLC (Gexpro Investors) pursuant to the terms of the earnout provisions of the Agreement and Plan of Merger, dated December 29, 2021, by and among Gexpro Investors, the Issuer and the other parties thereto.

F2: Not applicable.

F3: 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), TestEquity Investors, Gexpro Investors, J. Luther King, Jr. and J. Bryan King (Reporting Persons).

F4: 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 GP, LLC (Ultimate GP) is the general partner of each of HW2 GP, Sidecar GP, and HW3 GP. HW2 and Sidecar are the beneficial owners of HLI and TestEquity Investors, and HW3 is the beneficial owner of Gexpro Investors.

F5: Includes (i) 1,699,871 shares held by PDP, (ii) 250,000 shares held by LIP, (iii) 26,827 shares held by Micro, (iv) 10,490 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) 2,500 shares held by a separately managed portfolio for which LKCM serves as investment manager, and (x) 17,048 shares held directly by J. Bryan King.

F6: 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.