Sec Form 3/A Filing - CONNORS ROBERT R @ Distribution Solutions Group, Inc. - 2022-08-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
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
CONNORS ROBERT R
2. Issuer Name and Ticker or Trading Symbol
Distribution Solutions Group, Inc. [ DSGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
8770 W. BRYN MAWR AVE. SUITE 900, C/O DISTRIBUTION SOLUTIONS GROUP, INC.
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
08/25/2022
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
Common Stock 10,000 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
Member Interest in LLC ( 1 )( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNORS ROBERT R
8770 W. BRYN MAWR AVE. SUITE 900
C/O DISTRIBUTION SOLUTIONS GROUP, INC.
CHICAGO, IL60631
See Remarks
Signatures
/s/ Robert Connors 09/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )(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.

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).
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