Filing Details

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Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

3,578,228

Shared Voting Power

0

Sole Dispositive Power

3,578,228

Shared Dispositive Power

0

Accession Number:: 0001193125-23-304047
Form Type:: 13D Filing
Publication Date:: 2023-12-26 19:00:00

Filed By:: King Luther Capital Management Corp
Company:: Distribution Solutions Group Inc. (NASDAQ:DSGR)
Filing Date:: 2023-12-27
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
LKCM Private Discipline Master Fund, SPC PDLP Lawson	3,578,228	3,578,228	3,578,228	7.6%
LKCM Investment Partnership	552,500	552,500	552,500	1.2%
LKCM Micro-Cap Partnership	56,470	56,470	56,470	0.1%
LKCM Core Discipline	23,182	23,182	23,182	0.1%
LKCM Headwater Investments II	1,184,652	1,184,652	1,184,652	2.5%
LKCM Headwater II Sidecar Partnership	0	0	0	0%
LKCM Headwater Investments III	0	0	0	0%
301 HW Opus Investors	16,000,000	16,000,000	16,000,000	34.2%
LKCM TE Investors	8,000,000	8,000,000	8,000,000	17.1%
Headwater Lawson Investors	3,522,988	3,522,988	3,522,988	7.5%
LKCM Headwater Investments IV	3,434,044	3,434,044	3,434,044	7.3%
Luther King Capital Management Corporation	36,357,588	36,357,588	36,357,588	77.6%
J. Luther King, Jr	36,357,588	36,357,588	36,357,588	77.6%
J. Bryan King	35,838,638	35,838,638	35,838,638	76.5%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)*

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)

December 26, 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.


CUSIP No. 520776105				Page 2 of 19


1.		Name of Reporting Persons. LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Cayman Islands / Texas


CUSIP No. 520776105				Page 3 of 19


1.		Name of Reporting Persons. LKCM Investment Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Texas


CUSIP No. 520776105				Page 4 of 19


1.		Name of Reporting Persons. LKCM Micro-Cap Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 5 of 19


1.		Name of Reporting Persons. LKCM Core Discipline, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 6 of 19


1.		Name of Reporting Persons. LKCM Headwater Investments II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 7 of 19


1.		Name of Reporting Persons. LKCM Headwater II Sidecar Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 8 of 19


1.		Name of Reporting Persons. LKCM Headwater Investments III, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 9 of 19


1.		Name of Reporting Persons. 301 HW Opus Investors, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 10 of 19


1.		Name of Reporting Persons. LKCM TE Investors, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 11 of 19


1.		Name of Reporting Persons. Headwater Lawson Investors, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 12 of 19


1.		Name of Reporting Persons. LKCM Headwater Investments IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 13 of 19


1.		Name of Reporting Persons. Luther King Capital Management Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 520776105				Page 14 of 19


1.		Name of Reporting Persons. J. Luther King, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization United States


CUSIP No. 520776105				Page 15 of 19


1.		Name of Reporting Persons. J. Bryan King
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization United States

This Amendment No. 28 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 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of December 26, 2023, the Reporting Persons may be deemed to beneficially own 36,357,588 shares of Common Stock (which represents approximately 77.6% of the outstanding Common Stock based upon information obtained from the Issuers Form 10-Q for the quarterly period ended September 30, 2023).

(b)


	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
PDP		3,578,228		0		3,578,228		0
LIP		552,500		0		552,500		0
HW2		1,184,652		0		1,184,652		0
Sidecar		0		0		0		0
HWLI		3,522,988		0		3,522,988		0
HW3		0		0		0		0
HW4		3,434,044		0		3,434,044		0
Gexpro Investors		16,000,000		0		16,000,000		0
TestEquity Investors		8,000,000		0		8,000,000		0
Micro		56,470		0		56,470		0
Core		23,182		0		23,182		0
LKCM		36,357,588		0		36,357,588		0
J. Luther King, Jr.		36,357,588		0		36,357,588		0
J. Bryan King		35,838,638		0		35,838,638		0

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

Effective December 26, 2023, HW3 entered into a credit agreement and related security agreement with JPMorgan Chase Bank, N.A. (JPM), pursuant to which HW3 granted JPM a pledge of, and security interest in, all of its assets, including the shares of Common Stock held by Gexpro Investors.

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: December 27, 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


LKCM Headwater Investments IV, L.P.

By:		LKCM Headwater Investments IV GP, L.P., 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.