SEC Form 4/A · accession 0001052174-15-000020

Distribution Solutions Group, Inc. · DSGR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 amends and restates in its entirety the Form 4 previously filed on November 14, 2014. This Form 4 relates to KDI Capital Partners, LLC ("KDI") for itself and in its capacity as the investment manager and general partner of certain private partnership clients identified below which own shares of common stock of the Issuer and certain affiliated persons identified below. KDI may be deemed to beneficially own all shares owned by such private partnership clients for certain purposes. In the aggregate, such shares (along with shares that are owned directly by KDI and personally by certain affiliates of KDI) exceed ten percent of the Issuer's outstanding common stock, and thus may subject KDI to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
• F2However, KDI's economic interest in the respective shares that are owned by such private partnership clients is limited to KDI's pecuniary interest in each such client, and no such client has an economic interest in the shares that are owned by other KDI clients. As a result, the ownership of the shares of the Issuer's common stock is reported separately with respect to each such private partnership client of KDI. Each calculation of pecuniary interest has been rounded and reflects KDI's pecuniary interest as of the date of this form. Additional footnote disclosure is made below with respect to each such ownership situation.
• F3Pursuant to Rule 16(a)-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of the equity securities covered by the statement.
• F4These shares are owned directly by A Few Valuable Businesses Partnership ("AFVB Partnership"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirect pecuniary interest as a result of KDI's ownership interest in AFVB Partnership. The number of shares reported in the table reflects the application of such ownership interest to derive KDI's pecuniary interest in the total number of shares acquired by the client, which total number is 6,656. KDI disclaims any beneficial ownership, as an economic or other pecuniary matter, in such total number of shares beyond the number reported in the table.
• F5These shares are owned directly by Worthy Companies Limited Partnership ("WC LP"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirect pecuniary interest as a result of KDI's ownership interest in WC LP. The number of shares reported in the table reflects the application of such ownership interest to derive KDI's pecuniary interest in the total number of shares acquired by the client, which total number is 1,624. KDI disclaims any beneficial ownership, as an economic or other pecuniary matter, in such total number of shares beyond the number reported in the table.
• F6These shares are owned directly by Financial Ascent Limited Partnership ("FA LP"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirect pecuniary interest as a result of KDI's ownership interest in FA LP. The number of shares reported in the table reflects the application of such ownership interest to derive KDI's pecuniary interest in the total number of shares acquired by the client, which total number is 2,371. KDI disclaims any beneficial ownership, as an economic or other pecuniary matter, in such total number of shares beyond the number reported in the table.
• F7These shares are owned directly by Outstanding Businesses Limited Partnership ("OB LP"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirect pecuniary interest as a result of KDI's ownership interest in OB LP. The number of shares reported in the table reflects the application of such ownership interest to derive KDI's pecuniary interest in the total number of shares acquired by the client, which total number is 3,655. KDI disclaims any beneficial ownership, as an economic or other pecuniary matter, in such total number of shares beyond the number reported in the table.
• F8These shares are owned directly by Financial Ascent TE Limited Partnership (the "FATE LP"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirect pecuniary interest as a result of KDI's ownership interest in FATE LP. The number of shares reported in the table reflects the application of such ownership interest to derive KDI's pecuniary interest in the total number of shares acquired by the client, which total number is 4,450. KDI disclaims any beneficial ownership, as an economic or other pecuniary matter, in such total number of shares beyond the number reported in the table.
• F9Mr. John M. Day and Mr. Sheldon M. Fox, as Managing Members (and affiliates) of KDI, each may be deemed to indirectly beneficially own the securities reported to be beneficially owned by KDI. Each of Mr. Day and Mr. Fox disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein as a result of his ownership interest in KDI.