SEC Form 4/A · accession 0001052174-15-000024

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 January 30, 2015. This Form 4 relates to KDI Capital Partners, LLC ("KDI") for itself and in its capacity as the investment manager and general partner of a certain private partnership client identified below which owns 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 client 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 shares that are owned by such private partnership client is limited to KDI's pecuniary interest in such client, and no such client has an economic interest in the shares that are owned by other KDI clients. 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 ownership situation.
• F3Pursuant to Rule 16(a)-l(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 Capital Partner Investments Limited Partnership (previously known as Capital Partner Investments Partnership) ("CPI LP"), a private partnership client of KDI of which KDI is the general partner, in which KDI has an indirectly pecuniary interest as a result of KDI's ownership interest in CPI 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 disposed of by the client, which total number is 2,000. 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.
• F5$24.8500 is the weighted average purchase price for the transactions reported in this line item. The transactions were consummated at prices ranging from $24.8000 to $24.9000. The Reporting Person undertakes to provide full information regarding the number of shares purchased at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.
• F6$24.6166 is the weighted average purchase price for the transactions reported in this line item. The transactions were consummated at prices ranging from $24.5000 to $24.7300. The Reporting Person undertakes to provide full information regarding the number of shares purchased at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.
• F7Mr. 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.