Robert Connors - Aug 17, 2022 Form 3/A - Amendment Insider Report for Distribution Solutions Group, Inc. (DSGR)

Role: Officer
Signature: /s/ Robert Connors
Stock symbol: DSGR
Transactions as of: Aug 17, 2022
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 9/9/2022, 06:16 PM
Date Of Original Report: Aug 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DSGR	Common Stock						10K	Aug 17, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	DSGR	Member Interest in LLC							Aug 17, 2022	Common Stock			Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person also holds equity interests in 301 HW Opus Investors, LLC ("Opus"). Pursuant to the Agreement and Plan of Merger, dated December 29, 2021, by and among Opus, the Issuer and the other parties thereto, Opus is the record owner of 7,000,000 shares of Common Stock of the Issuer. Pursuant to the terms and provisions of the operating agreement of Opus, 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 Opus to its members, subject to various employment, vesting and performance requirements, as well as other terms and conditions. The Reporting Person does not control Opus and does not have or share investment control over Opus or the shares of Common Stock of the Issuer held by Opus.
F2	(continued from footnote 1) The Reporting Person disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Opus, 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 member of Opus is LKCM Headwater Investments III, L.P. (HW3). Luther King Capital Management Corporation (LKCM) serves as the investment manager for HW3, and LKCM Headwater Investments III GP, L.P. (HW3 GP) serves as the general partner of HW3. J. Luther King, Jr. is a controlling shareholder of LKCM, and J. Luther King, Jr. and J. Bryan King are the controlling members of LKCM Headwater Investments GP, LLC, the general partner of HW3 GP.

Content

The Reporting Person also holds equity interests in 301 HW Opus Investors, LLC ("Opus"). Pursuant to the Agreement and Plan of Merger, dated December 29, 2021, by and among Opus, the Issuer and the other parties thereto, Opus is the record owner of 7,000,000 shares of Common Stock of the Issuer. Pursuant to the terms and provisions of the operating agreement of Opus, 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 Opus to its members, subject to various employment, vesting and performance requirements, as well as other terms and conditions. The Reporting Person does not control Opus and does not have or share investment control over Opus or the shares of Common Stock of the Issuer held by Opus.

(continued from footnote 1) The Reporting Person disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Opus, 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 member of Opus is LKCM Headwater Investments III, L.P. (HW3). Luther King Capital Management Corporation (LKCM) serves as the investment manager for HW3, and LKCM Headwater Investments III GP, L.P. (HW3 GP) serves as the general partner of HW3. J. Luther King, Jr. is a controlling shareholder of LKCM, and J. Luther King, Jr. and J. Bryan King are the controlling members of LKCM Headwater Investments GP, LLC, the general partner of HW3 GP.

Remarks:

President and Chief Executive Officer, 301 HW Opus Holdings, Inc., a wholly owned subsidiary of the Issuer Distribution Solutions Group, Inc.