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Little David R - Dxp Enterprises Inc - For 08/22/11
  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
LITTLE DAVID R
2. Issuer Name and Ticker or Trading Symbol
DXP ENTERPRISES INC [ DXPE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
7272 PINEMONT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2011
(Street)
HOUSTON, TX   77040
4. If Amendment, Date Original Filed(MM/DD/YY)
6. Individual or Joint/Group Filing(Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
DXP Common Stock 08/19/2011   P   10,000 A $ 20.85 1,920,000 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
DXP Restricted Stock Units $ 0 ( 1 )             ( 1 ) ( 1 ) DXP Common Stock 28,000   28,000 D  
DXP Restricted Stock Units $ 0 ( 2 )             ( 2 ) ( 2 ) DXP Common Stock 3,226   3,226 D  
DXP Restricted Stock Units $ 0 ( 3 )             ( 3 ) ( 3 ) DXP Common Stock 2,600   2,600 D  
Reporting Owners
Reporting Owner Name / Address Relationships
  Director   10% Owner   Officer   Other
LITTLE DAVID R
7272 PINEMONT DRIVE
HOUSTON, TX   77040
  X   X   Chairman & CEO  
Signatures
David R. Little 08/22/2011
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The terms of the grant provide for vesting in equal amounts over ten years on the anniversary date of the grant, October 24, 2008.
( 2 )The terms of the grant provide for vesting in equal amounts over three years on the anniversary date of the grant, March 31, 2009.
( 3 )The terms of the grant provide for vesting in equal amounts over three years on the anniversary date of the grant. Grant date March 31, 2011

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.