UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
Distribution
Solutions Group, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
520776105
(CUSIP Number)
Jacob D. Smith
Principal and General Counsel
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
June 1, 2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Section 13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB
control number.
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| CUSIP No. 520776105 |
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Page
2
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Private Discipline Master Fund, SPC / PDLP Lawson, LLC |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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| 3. |
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SEC Use Only
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| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization Cayman Islands /
Texas |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
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Sole Voting Power
1,789,114 |
| |
8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
1,789,114 |
| |
10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,114 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 7.7% |
| 14. |
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Type of Reporting Person
(See Instructions) OO |
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| CUSIP No. 520776105 |
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Page
3
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Investment Partnership, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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| 3. |
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SEC Use Only
|
| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization
Texas |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
276,250 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
276,250 |
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10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
276,250 |
| 12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 1.2% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
4
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Micro-Cap Partnership, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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| 3. |
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SEC Use Only
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| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
28,235 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
28,235 |
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10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
28,235 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 0.1% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
5
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Core Discipline, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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| 3. |
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SEC Use Only
|
| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
11,591 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
11,591 |
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10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,591 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 0.1% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
6
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Headwater Investments II, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
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SEC Use Only
|
| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
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Sole Voting Power
592,326 |
| |
8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
592,326 |
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10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
592,326 |
| 12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 2.5% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
7
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Headwater II Sidecar Partnership, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
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SEC Use Only
|
| 4. |
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Source of Funds (See
Instructions) WC |
| 5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
0 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 0% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
8
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Headwater Investments III, L.P. |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
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SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) WC |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
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|
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
0 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
0 |
| |
10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 0% |
| 14. |
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Type of Reporting Person
(See Instructions) PN |
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| CUSIP No. 520776105 |
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Page
9
of 21 |
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| 1. |
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Name of Reporting Persons.
301 HW Opus Investors, LLC |
| 2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
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SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) WC |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
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|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
8,000,000 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
8,000,000 |
| |
10. |
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Shared Dispositive Power
0 |
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
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Percent of Class
Represented by Amount in Row (11) 34.3% |
| 14. |
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Type of Reporting Person
(See Instructions) OO |
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| CUSIP No. 520776105 |
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Page
10
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM TE Investors, LLC |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
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SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) WC |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
4,000,000 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
4,000,000 |
| |
10. |
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Shared Dispositive Power
0 |
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|
|
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|
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 17.1% |
| 14. |
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Type of Reporting Person
(See Instructions) OO |
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| CUSIP No. 520776105 |
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Page
11
of 21 |
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| 1. |
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Name of Reporting Persons.
Headwater Lawson Investors, LLC |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) WC |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
1,761,494 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
1,761,494 |
| |
10. |
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Shared Dispositive Power
0 |
|
|
|
|
|
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,761,494 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 7.5% |
| 14. |
|
Type of Reporting Person
(See Instructions) OO |
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| CUSIP No. 520776105 |
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Page
12
of 21 |
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| 1. |
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Name of Reporting Persons.
LKCM Headwater Investments IV, L.P. |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) WC |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
1,716,995 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
1,716,995 |
| |
10. |
|
Shared Dispositive Power
0 |
|
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|
|
|
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,716,995 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 7.4% |
| 14. |
|
Type of Reporting Person
(See Instructions) PN |
|
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| CUSIP No. 520776105 |
|
Page
13
of 21 |
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| 1. |
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Name of Reporting Persons.
Luther King Capital Management Corporation |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) N/A |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
18,178,767 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
18,178,767 |
| |
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,178,767 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 77.9% |
| 14. |
|
Type of Reporting Person
(See Instructions) IA, CO |
|
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| CUSIP No. 520776105 |
|
Page
14
of 21 |
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| 1. |
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Name of Reporting Persons.
J. Luther King, Jr. |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) N/A |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization United
States |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
18,178,767 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
18,178,767 |
| |
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,178,767 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 77.9% |
| 14. |
|
Type of Reporting Person
(See Instructions) IN |
|
|
|
| CUSIP No. 520776105 |
|
Page
15
of 21 |
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| 1. |
|
Name of Reporting Persons.
J. Bryan King |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See
Instructions) N/A |
| 5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ |
| 6. |
|
Citizenship or Place of
Organization United
States |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
17,919,292 |
| |
8. |
|
Shared Voting Power
0 |
| |
9. |
|
Sole Dispositive Power
17,919,292 |
| |
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,919,292 |
| 12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| 13. |
|
Percent of Class
Represented by Amount in Row (11) 76.7% |
| 14. |
|
Type of Reporting Person
(See Instructions) IN |
This Amendment No. 26 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting
Persons with respect to the Common Stock, par value $1.00 per share (“Common Stock”), of Distribution Solutions Group, Inc. (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used
herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under
the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby
expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial
owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
Item 2. Identity and
Background
Item 2 is hereby amended and restated in its entirety as follows:
(a) The names of the persons filing this Schedule 13D are LKCM Private Discipline Master Fund, SPC, a Cayman Islands segregated portfolio company
(“Master Fund”), PDLP Lawson, LLC (“PDP”), a Texas limited liability company and special purpose vehicle wholly-owned by Master Fund, LKCM Investment Partnership, L.P., a Texas limited partnership (“LIP”), LKCM
Headwater Investments II, L.P., a Delaware limited partnership (“HW2”), LKCM Headwater II Sidecar Partnership, L.P., a Delaware limited partnership (“Sidecar”), LKCM Micro-Cap Partnership,
L.P., a Delaware limited partnership (“Micro”), LKCM Core Discipline, L.P., a Delaware limited partnership (“Core”), Headwater Lawson Investors, LLC, a Delaware limited liability company (“HLI”), LKCM Headwater
Investments III, L.P., a Delaware limited partnership (“HW3”), 301 HW Opus Investors, LLC, a Delaware limited liability company (“Gexpro Investors”), LKCM TE Investors, LLC, a Delaware limited liability company (“TestEquity
Investors”), LKCM Headwater Investments IV, L.P., a Delaware limited partnership (“HW4”), Luther King Capital Management Corporation, a Delaware corporation (“LKCM”), J. Luther King, Jr. and J. Bryan King. Master Fund, PDP,
LIP, HW2, Sidecar, Micro, Core, HLI, HW3, Gexpro Investors, TestEquity Investors, HW4, LKCM, J. Luther King, Jr. and J. Bryan King are collectively referred to herein as the “Reporting Persons.”
(b) The principal business address of Master Fund is c/o Five Continents Financial Limited, 4th Floor,
Anderson Square, 64 Shedden Road, P.O. Box 10324, Grand Cayman KY1-1003, and the principal business address of the other Reporting Persons is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102.
(c) LKCM Private Discipline Management, L.P., a Delaware limited partnership (“PD Management”), is the sole holder of the management shares of
Master Fund, and LKCM Alternative Management, LLC, a Delaware limited liability company (“Alternative”) is the general partner of PD Management. PDP is a special purpose vehicle wholly-owned by Master Fund. LKCM Investment Partnership GP,
LLC, a Texas limited liability company (“LIP GP”), is the general partner of LIP. LKCM Headwater Investments II GP, L.P., a Delaware limited partnership (“HW2 GP”), is the general partner of HW2. LKCM Headwater II Sidecar
Partnership GP, L.P., a Delaware limited partnership (“Sidecar GP”), is the general partner of Sidecar. LKCM Headwater Investments III GP, L.P., a Delaware limited partnership (“HW3 GP”), is the general partner of HW3. HLI is a
special purpose vehicle wholly-owned by HW2 and Sidecar. LKCM Micro-Cap Management, L.P., a Delaware limited partnership (“Micro GP”), is the general partner of Micro, and Alternative is the general
partner of Micro GP. LKCM Core Discipline Management, L.P., a Delaware limited partnership (“Core GP”), is the general partner of Core, and Alternative is the general partner of Core GP. LKCM Capital Group GP, LLC, a Delaware limited
liability company (“Capital Group”), holds all of the outstanding membership interests of Alternative. HW3 is a controlling member of Gexpro Investors. HW2 and Sidecar are controlling members of TestEquity Investors. LKCM Headwater
Investments IV, L.P., a Delaware limited partnership (“HW4 GP”), is the general partner of HW4. LKCM serves as the investment manager for Master Fund, PDP, LIP, HW2, Sidecar, HW3, HW4, Micro, Core, and HLI. J. Luther King, Jr. is a
controlling shareholder of LKCM and a controlling member of LIP GP. J. Bryan King is a controlling member of HW2 GP, Sidecar GP, HW3 GP, HW4 GP, and Capital Group and the President of HLI. J. Luther King, Jr. and J. Bryan King are controlling
members of Alternative. The principal business of Master Fund, PDP, LIP, HW2, Sidecar, HW3, HW4, Micro, Core and HLI is purchasing, holding and selling securities for investment purposes, the principal business of Gexpro Investors and TestEquity
Investors is industrial distribution and activities related thereto, and the principal business of the other Reporting Persons is investment management.
(d) and (e) During the past five years, none of the Reporting Persons has been convicted in a criminal
proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
(f) Master Fund is
organized under the laws of the Cayman Islands. PDP and LIP are organized under the laws of Texas. HW2, Sidecar, HW3, HW4, Micro, Core, HLI, Gexpro Investors, TestEquity Investors, and LKCM are organized under the laws of Delaware. J. Luther King,
Jr. and J. Bryan King are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
On May 9, 2023,
the Issuer commenced a subscription rights offering (the “Rights Offering”) pursuant to which the holders of Common Stock as of the close of business on May 1, 2023 or their transferees had the right to purchase up to an aggregate of
2,222,222 shares of Common Stock from the Issuer at a purchase price of $45.00 per share. In connection with the Rights Offering, (i) LIP acquired 26,250 shares of Common Stock for aggregate proceeds of $1,181,250 using working capital,
(ii) HW4 acquired 1,716,995 shares of Common Stock for aggregate proceeds of $77,264,775 using working capital, (iii) Micro acquired 1,408 shares of Common Stock for aggregate proceeds of $63,360 using working capital, (iv) Core
acquired 1,101 shares of Common Stock for aggregate proceeds of $49,545 using working capital, (v) a separately managed portfolio for which LKCM serves as investment adviser acquired 262 shares of Common Stock for aggregate proceeds of $11,790
using personal funds, (vi) PDP acquired 89,243 shares of Common Stock for aggregate proceeds of $4,015,935 using working capital, and (vii) J. Bryan King acquired 2,489 shares of common stock for aggregate proceeds of $112,005 using
personal funds.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
On May 19, 2023,
M. Bradley Wallace, an affiliate of the Reporting Persons, was elected to the Issuer’s board of directors in connection with the Issuer’s annual meeting of stockholders.
Item 5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated in its entirety as follows:
(a) As of June 1, 2023, the Reporting Persons may be deemed to beneficially own
18,178,767 shares of Common Stock (which represents approximately 77.9% of the outstanding Common Stock based upon information obtained from the Issuer).
(b)
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| |
|
Sole
Voting
Power |
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Shared
Voting
Power |
|
|
Sole
Dispositive
Power |
|
|
Shared
Dispositive
Power |
|
| PDP |
|
|
1,789,114 |
|
|
|
0 |
|
|
|
1,789,114 |
|
|
|
0 |
|
| LIP |
|
|
276,250 |
|
|
|
0 |
|
|
|
276,250 |
|
|
|
0 |
|
| HW2 |
|
|
592,326 |
|
|
|
0 |
|
|
|
592,326 |
|
|
|
0 |
|
| Sidecar |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| HWLI |
|
|
1,761,494 |
|
|
|
0 |
|
|
|
1,761,494 |
|
|
|
0 |
|
| HW3 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Gexpro Investors |
|
|
8,000,000 |
|
|
|
0 |
|
|
|
8,000,000 |
|
|
|
0 |
|
| TestEquity Investors |
|
|
4,000,000 |
|
|
|
0 |
|
|
|
4,000,000 |
|
|
|
0 |
|
| Micro |
|
|
28,235 |
|
|
|
0 |
|
|
|
28,235 |
|
|
|
0 |
|
| Core |
|
|
11,591 |
|
|
|
0 |
|
|
|
11,591 |
|
|
|
0 |
|
| LKCM |
|
|
18,178,767 |
|
|
|
0 |
|
|
|
18,178,767 |
|
|
|
0 |
|
| J. Luther King, Jr. |
|
|
18,178,767 |
|
|
|
0 |
|
|
|
18,178,767 |
|
|
|
0 |
|
| J. Bryan King |
|
|
17,919,292 |
|
|
|
0 |
|
|
|
17,919,292 |
|
|
|
0 |
|
(c) The information provided by the Reporting Persons in response to Items 3 and 4 are hereby incorporated
by reference in response to this Item 5(c).
(d) Not applicable.
(e) Not applicable.
Item 7. Material to Be Filed as
Exhibits
|
|
|
| Exhibit 1 |
|
Joint Filing Agreement, dated June 2, 2023, by and among the Reporting Persons |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 2, 2023
|
|
|
| LKCM Private Discipline Master Fund, SPC |
|
|
| By: |
|
LKCM Private Discipline Management, L.P., sole holder of its management shares |
|
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| By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| PDLP Lawson, LLC |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| LKCM Investment Partnership, L.P. |
|
|
| By: |
|
LKCM Investment Partnership GP, LLC, its general partner |
|
|
| By: |
|
/s/ J. Luther King, Jr. |
|
|
J. Luther King, Jr., President |
|
| LKCM Headwater Investments II, L.P. |
|
|
| By: |
|
LKCM Headwater Investments II GP, L.P., its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| LKCM Headwater II Sidecar Partnership, L.P. |
|
|
| By: |
|
LKCM Headwater II Sidecar Partnership GP, L.P., its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
|
|
| LKCM Headwater Investments III, L.P. |
|
|
| By: |
|
LKCM Headwater Investments III GP, L.P., its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| 301 HW Opus Investors, LLC |
|
|
| By: |
|
/s/ Jacob D. Smith |
|
|
Jacob D. Smith, Vice President |
|
| LKCM TE Investors, LLC |
|
|
| By: |
|
/s/ Jacob D. Smith |
|
|
Jacob D. Smith, Vice President |
|
| LKCM Micro-Cap Partnership, L.P. |
|
|
| By: |
|
LKCM Micro-Cap Management, L.P., its general partner |
|
|
| By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| LKCM Core Discipline, L.P. |
|
|
| By: |
|
LKCM Core Discipline Management, L.P., its general partner |
|
|
| By: |
|
LKCM Alternative Management, LLC, its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| Headwater Lawson Investors, LLC |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
|
|
| LKCM Headwater Investments IV, L.P. |
|
|
| By: |
|
LKCM Headwater Investments IV GP, L.P., its general partner |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, President |
|
| Luther King Capital Management Corporation |
|
|
| By: |
|
/s/ J. Bryan King |
|
|
J. Bryan King, Principal and Vice President |
|
| /s/ J. Bryan King |
| J. Bryan King |
|
| /s/ J. Luther King, Jr. |
| J. Luther King, Jr. |
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