Sec Form 4 Filing - Knutson Ronald J @ Distribution Solutions Group, Inc. - 2023-01-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Knutson Ronald J 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) EVP & CFO (Last) (First) (Middle) 8770 W. BRYN MAWR AVE., SUITE 900, C/O DISTRIBUTION SOLUTIONS GROUP, INC. 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2023 (Street) CHICAGO, IL60631 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

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 Restricted Stock Units $ 0 01/27/2023 A 10,000( 1 ) ( 1 ) 04/01/2027 Common Stock 10,000 $ 0 10,000 D Stock Options( 2 ) $ 55 01/27/2023 A 48,000 ( 3 ) 01/27/2033 Common Stock 48,000 $ 0 48,000 D Stock Options( 2 ) $ 80 01/27/2023 A 15,000 ( 3 ) 01/27/2033 Common Stock 15,000 $ 0 15,000 D Stock Options( 2 ) $ 110 01/27/2023 A 30,000 ( 3 ) 01/27/2033 Common Stock 30,000 $ 0 30,000 D Stock Options( 2 ) $ 140 01/27/2023 A 30,000 ( 3 ) 01/27/2033 Common Stock 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knutson Ronald J 8770 W. BRYN MAWR AVE., SUITE 900 C/O DISTRIBUTION SOLUTIONS GROUP, INC. CHICAGO, IL60631 EVP & CFO Signatures /s/ Richard D. Pufpaf, Attorney-In-Fact for Ronald Knutson 01/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the right to receive shares of Common Stock at the exercise date in an amount equal to the number of restricted stock units. The restricted stock units vest and become exercisable in 20% installments on January 27, 2024, April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively, subject to the Reporting Person's continued employment by the Company through each respective date. ( 2 )Represents the right to purchase one share of Common Stock in exchange for the exercise price at the date the reporting person exercises the right. ( 3 )Stock options granted pursuant to Distribution Solutions Group, Inc. Equity Compensation Plan, as amended and restated effective October 17, 2022 (as amended on November 10, 2022). The stock options vest and become exercisable in 20% installments on January 27, 2024, April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively, subject to the Reporting Person's continued employment by the Company through each respective date.

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.