Form 4 for DSGR Distribution Solutions Group, Inc.

Accepted 2022-04-04 00:00:00 ET · period of report 2022-04-01 · accession 0000310051-22-000005 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2022-04-04	2022-04-01	DSGR	LKCM Private Discipline Master Fund, SPC	10%	J - Other	$0.00	+10.30M	14.65M	+237%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-04-01	J	A	10,300,000	$0.00	14,650,556	I See footnotes	—	—	(F1) On April 1, 2022, LKCM TE Investors, LLC (TestEquity Investors), TestEquity Acquisition, LLC, a wholly-owned subsidiary of TestEquity Investors, the Issuer, and Tide Sub, LLC, a wholly-owned subsidiary of the Issuer, consummated the transactions contemplated by the Agreement and Plan of Merger, dated December 29, 2021, by and among the parties thereto (TestEquity Merger Agreement). In connection with the consummation of the transactions contemplated by the TestEquity Merger Agreement, the Issuer issued 3,300,000 shares of Common Stock to TestEquity Investors. (F2) On April 1, 2022, 301 HW Opus Investors, LLC (Gexpro Investors), 301 HW Opus Holdings, Inc., a wholly-owned subsidiary of Gexpro Investors, the Issuer, and Gulf Sub Inc., a wholly-owned subsidiary of the Issuer, consummated the transactions contemplated by the Agreement and Plan of Merger, dated December 29, 2021, by and among the parties thereto (Gexpro Merger Agreement). In connection with the consummation of the transactions contemplated by the Gexpro Merger Agreement, the Issuer issued 7,000,000 shares of Common Stock to Gexpro Investors. (F3) Not applicable. (F6) LKCM is the investment manager for PDP, LIP, Micro, Core, HW2, Sidecar, HW3 and HLI. J. Luther King, Jr. is a controlling shareholder or member, as applicable, of LKCM, LIP GP and Ultimate HW GP. J. Bryan King is a member of the Board of Directors of the Issuer and is a controlling shareholder or member, as applicable, of Ultimate HW GP, PDP GP, Micro GP, Core GP, and HLI. (F4) This Form 4 is filed by Luther King Capital Management Corporation (LKCM), LKCM Private Discipline Master Fund, SPC (PDP), LKCM Core Discipline, L.P. (Core), LKCM Micro-Cap Partnership, L.P. (Micro), LKCM Investment Partnership, L.P. (LIP), 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). (F8) 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 to be 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. (F7) Includes (1) 1,699,871 shares held by PDP, (2) 250,000 shares held by LIP, (3) 26,827 shares held by Micro, (4) 10,490 shares held by Core, (5) 1,761,494 shares held by HLI, (6) 592,326 shares held by HLI, (7) 7,000,000 shares held by Gexpro Investors, (8) 3,300,000 shares held by TestEquity Investors, (9) 2,500 shares held by a separately managed portfolio for which LKCM serves as investment manager, and (10) 7,048 shares held directly by J. Bryan King. (F5) 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 Micro-Cap Management, L.P. (Micro GP) is the general partner of Micro. LKCM Core Discipline Management, L.P. (Core GP) is the general partner of Core. 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 HW 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.