SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KDI CAPITAL PARTNERS LLC (Last) (First) (Middle) 4101 LAKE BOONE TRAIL SUITE 218 (Street) RALEIGH NC 27607 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/02/2014	3. Issuer Name and Ticker or Trading Symbol LAWSON PRODUCTS INC/NEW/DE/ [ LAWS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,542	D(1)
Common Stock	2,784	I	See Footnote(2)
Common Stock	34,181	I	See Footnote(3)
Common Stock	3,984	I	See Footnote(4)
Common Stock	827	I	See Footnote(5)
Common Stock	176,600	I	See Footnotes(1)(3)(4)(6)
Common Stock	243,037	I	See Footnotes(1)(3)(4)(7)
Common Stock	54,713	I	See Footnotes(1)(3)(4)(8)
Common Stock	87,521	I	See Footnotes(1)(3)(4)(9)
Common Stock	153,768	I	See Footnotes(1)(3)(4)(10)
Common Stock	114,792	I	See Footnotes(1)(3)(4)(11)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares held by KDI Capital Partners, LLC (KDI) directly. As a result of being the general partner and investment manager of and having an ownership interest in A Few Valuable Businesses Partnership (AFVB Partnership), Capital Partner Investments Partnership (CPI Partnership), Worthy Companies Limited Partnership (WC LP), Financial Ascent Limited Partnership (FA LP), Outstanding Businesses Limited Partnership (OB LP), and Financial Ascent TE Limited Partnership (FATE LP), KDI could be deemed to beneficially own all shares beneficially owned by such entities. KDI disclaims beneficial ownership of shares beneficially owned by AFVB Partnership, CPI Partnership, WC LP, FA LP, OB LP and FATE LP except to the extent of its pecuniary interest in such shares.

2. Represents shares deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor to its separately management account clients, and over which KDI disclaims any pecuniary interest.

3. Represents shares held by John M. Day and members of his immediate family directly. Mr. Day is a Managing Member of KDI and holds a controlling percentage of the outstanding voting securities. As a result of his position with and ownership of KDI, he could be deemed to share beneficial ownership with KDI. Mr. Day disclaims beneficial ownership of shares beneficially owned by KDI except to the extent of his pecuniary interest in such shares.

4. Represents shares held by Sheldon M. Fox directly. Mr. Fox is a Managing Member of KDI and holds a controlling percentage of the outstanding voting securities. As a result of his position with and ownership of KDI, he could be deemed to share beneficial ownership with KDI. Mr. Fox disclaims beneficial ownership of shares beneficially owned by KDI except to the extent of his pecuniary interest in such shares.

5. Represents shares held by Mitchell Scott. Mr. Scott is a portfolio manager for KDI.

6. Represents shares of common stock owned by AFVB Partnership, of which KDI owns less than a 1% interest, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the AFVB Partnership.

7. Represents shares of common stock owned by CPI Partnership, of which KDI owns less than a 1% interest, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the CPI Partnership.

8. Represents shares of common stock owned by WC LP, of which KDI owns less than a 1% interest, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the WC LP.

9. Represents shares of common stock owned by FA LP, of which KDI owns less than a 1% interest, and of which 7.61% is owned by trusts affiliated with Mr. Days family, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the FA LP.

10. Represents shares of common stock owned by OB LP, of which KDI owns less than a 1% interest, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the OB LP.

11. Represents shares of common stock owned by FATE LP, of which KDI owns less than a 1% interest, all of which shares could be deemed to be owned beneficially by KDI solely as a result of its discretionary power over such shares as investment advisor and general partner to the FATE LP.

	/s/ Sheldon M. Fox	09/12/2014
	** Signature of Reporting Person	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 5 (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.

JOINT FILING AGREEMENT
      The undersigned acknowledge and agree than any filings, including,
without limitation, amended filings, with respect to transactions by KDI
Capital Partners, LLC, A Few Valuable Businesses Partnership, Capital
Partner Investments Partnership, Worthy Companies Limited Partnership,
Financial Ascent Limited Partnership, Outstanding Businesses Limited
Partnership, Financial Ascent TE Limited Partnership, Sheldon M. Fox,
John M. Day and Mitchell Scott, in shares of common stock of Lawson
Products, Inc. that are required under Section 16 of the Securities
Exchange Act of 1934, as amended, may be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing
agreements. The undersigned further agree to the filing, furnishing or
incorporation by reference of this joint filing agreement as an exhibit
to any joint filing made pursuant to Section 16, including any amendments
thereto, and for the completeness and accuracy of the information
concerning him or her contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning any other,
except to the extent that he or she knows or has reason to believe that
such information is inaccurate. This joint filing agreement shall remain
in full force and effect until revoked by any party hereto in a signed
writing, provided to such other party hereto, and then only with respect
to such revoking party.
      This agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which taken together will
constitute one and the same instrument.
      IN WITNESS WHEREOF, the undersigned hereby executes this Joint
Filing Agreement as of this 12th day of September 2014.
/s/ Sheldon M. Fox
Sheldon M. Fox
/s/ Sheldon M. Fox *
John M. Day
/s/ Mitchell Scott
Mitchell Scott
KDI CAPITAL PARTNERS LLC
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
A FEW VALUABLE BUSINESS PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
CAPITAL PARTNER INVESTMENTS PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
WORTHY COMPANIES LIMITED PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
FINANCIAL ASCENT LIMITED PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
OUTSTANDING BUSINESSES LIMITED PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
FINANCIAL ASCENT TE LIMITED PARTNERSHIP
By: KDI Capital Partners LLC, as investment advisor and general partner
By: /s/ Sheldon M. Fox
Sheldon M. Fox, Managing Member
* By: /s/ Sheldon M. Fox
Sheldon M. Fox, Attorney-in-fact

POWER OF ATTORNEY
The undersigned hereby appoints Sheldon M. Fox as the undersigned's true
and lawful attorney in fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form
3, Form 4, Form 5, any amendments to any of the foregoing and any related
documentation that may be required to be filed by the undersigned with
respect to securities of Lawson Products, Inc. ("Lawson") that are
beneficially owned by the undersigned, as a result of the undersigned's
role as an owner and managing member of KDI Capital Partners, LLC. The
undersigned grants unto said attorney-in-fact full power and authority to
do and perform each and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 13, Section 14 or Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect through
September 18, 2014, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 11th day of September 2014.
/s/ John M. Day
John M. Day