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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LKCM Private Discipline Master Fund, SPC PDLP Lawson | 1,689,358 | 0 | 1,689,358 | 011 | 1,689,358 | 19.2% |
| LKCM Investment Partnership | 250,000 | 0 | 250,000 | 011 | 250,000 | 2.8% |
| LKCM Micro-Cap Partnership | 26,102 | 0 | 26,102 | 011 | 26,102 | 0.3% |
| LKCM Core Discipline | 10,128 | 0 | 10,128 | 011 | 10,128 | 0.1% |
| LKCM Headwater Investments II | 232,616 | 0 | 232,616 | 011 | 232,616 | 2.6% |
| Luther King Capital Management Corporation | 2,210,704 | 0 | 2,210,704 | 011 | 2,210,704 | 25.1% |
| J. Luther King, Jr | 2,210,704 | 0 | 2,210,704 | 011 | 2,210,704 | 25.1% |
| J. Bryan King | 1,958,204 | 0 | 1,958,204 | 011 | 1,958,204 | 22.3% |
Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Lawson
Products, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
520776105
(CUSIP Number)
Jacob D. Smith
Principal, General Counsel & CCO
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, 2017
(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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Page 2 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 2 of 12 |
| 1. | Name of LKCM Private Discipline Master Fund, SPC / PDLP Lawson, | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Cayman Islands / Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,689,358 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 1,689,358 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,689,358 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 19.2% | |||||
| 14. | Type of Reporting Person (See OO | |||||
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Page 3 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 3 of 12 |
| 1. | Name of LKCM Investment Partnership, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 250,000 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 250,000 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 250,000 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 2.8% | |||||
| 14. | Type of Reporting Person (See PN | |||||
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Page 4 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 4 of 12 |
| 1. | Name of LKCM Micro-Cap Partnership, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 26,102 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 26,102 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 26,102 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 0.3% | |||||
| 14. | Type of Reporting Person (See PN | |||||
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Page 5 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 5 of 12 |
| 1. | Name of LKCM Core Discipline, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 10,128 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 10,128 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 10,128 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 0.1% | |||||
| 14. | Type of Reporting Person (See PN | |||||
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Page 6 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 6 of 12 |
| 1. | Name of LKCM Headwater Investments II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 232,616 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 232,616 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 232,616 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 2.6% | |||||
| 14. | Type of Reporting Person (See PN | |||||
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Page 7 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 7 of 12 |
| 1. | Name of Luther King Capital Management Corporation | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) N/A | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,210,704 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 2,210,704 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,210,704 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 25.1% | |||||
| 14. | Type of Reporting Person (See IA, CO | |||||
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Page 8 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 8 of 12 |
| 1. | Name of J. Luther King, Jr. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) N/A | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,210,704 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 2,210,704 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,210,704 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 25.1% | |||||
| 14. | Type of Reporting Person (See IN | |||||
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Page 9 of 12 – SEC Filing
| CUSIP No. 520776105 | Page 9 of 12 |
| 1. | Name of J. Bryan King | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) N/A | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,958,204 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 1,958,204 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,958,204 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 22.3% | |||||
| 14. | Type of Reporting Person (See IN | |||||
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Page 10 of 12 – SEC Filing
This Amendment No. 13 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 Lawson Products, 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 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
Effective
March 20, 2017, J. Bryan King was appointed to fill a vacant seat on the Issuers board of directors. Mr. King has also been nominated by the Issuers board of directors for election at the Issuers annual shareholders
meeting on May 16, 2017 to serve an additional three-year term. Mr. King intends to engage in communications with directors and officers of the Issuer, including discussions regarding the Issuers operations and strategic direction,
that could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplemented as follows:
Information regarding Mr. Kings appointment to the Issuers board of directors appears in response to Item 4 and is incorporated by
reference herein.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby supplemented as follows:
Exhibit
2 Confidentiality Agreement, dated March 20, 2017, by and between LKCM and the Issuer.
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Page 11 of 12 – SEC Filing
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 20, 2017
| 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 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 | ||
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Page 12 of 12 – SEC Filing
| 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 | ||
| 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. | ||
