UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

Lawson Products, Inc.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

520776105

(CUSIP Number)

Jacob D. Smith

Principal, General Counsel & CCO

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)

December 1, 2015

(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		Page 2 of 11

 

1.		Name of Reporting Persons.   LKCM Private Discipline Master Fund, SPC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   1,336,594
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,336,594
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,336,594
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   15.3%
14.		Type of Reporting Person (See Instructions)   OO

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CUSIP No. 520776105		Page 3 of 11

 

1.		Name of Reporting Persons.   LKCM Investment Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   Texas
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   200,938
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   200,938
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   200,938
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   2.3%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 520776105		Page 4 of 11

 

1.		Name of Reporting Persons.   LKCM Micro-Cap Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   17,824
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   17,824
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   17,824
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.2%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 520776105		Page 5 of 11

 

1.		Name of Reporting Persons.   LKCM Core Discipline, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   5,806
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   5,806
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   5,806
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.1%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 520776105		Page 6 of 11

 

1.		Name of Reporting Persons.   Luther King Capital Management Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   1,563,662
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,563,662
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,563,662
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   17.9%
14.		Type of Reporting Person (See Instructions)   IA, CO

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CUSIP No. 520776105		Page 7 of 11

 

1.		Name of Reporting Persons.   J. Luther King, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   1,563,662
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,563,662
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,563,662
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   17.9%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 520776105		Page 8 of 11

 

1.		Name of Reporting Persons.   J. Bryan King
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨        (b)  x
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   1,360,224
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,360,224
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,360,224
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ¨
13.		Percent of Class Represented by Amount in Row (11)   15.5%
14.		Type of Reporting Person (See Instructions)   IN

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This Amendment No. 8 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 Lawson Products, 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 supplemented as follows:

Effective December 1, 2015, LKCM Private Discipline Master Fund, SPC, a Cayman Islands segregated portfolio company (“PDP” or “Master Fund”) contributed all of its shares of Common Stock to PDLP Lawson, LLC (“PDLP Lawson”), a Texas limited liability company and special purpose vehicle wholly-owned by PDP. The principal business address of PDLP Lawson is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102. J. Bryan King is the President of PDLP Lawson. The principal business of PDLP Lawson is serving as a special purpose vehicle to indirectly hold PDP’s investment in the Issuer. During the past five years, PDLP Lawson has not 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. PDLP Lawson is hereby included as a “Reporting Person” for purposes of this Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby supplemented as follows:

PDP acquired an additional 74,236 shares of Common Stock in open market transactions for an aggregate purchase price of approximately $1,602,000 using working capital.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of December 1, 2015, the Reporting Persons may be deemed to beneficially own 1,563,662 shares of Common Stock (which represents approximately 17.9% of the outstanding Common Stock based upon information contained in the Issuer’s Form 10-Q for the quarter ended September 30, 2015).

 

(b)

 

		Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
PDP			1,336,594				0				1,336,594				0
LIP			200,938				0				200,938				0
Micro-Cap			17,824				0				17,824				0
Core Discipline			5,806				0				5,806				0
LKCM			1,563,662				0				1,563,662				0
J. Luther King, Jr.			1,563,662				0				1,563,662				0
J. Bryan King			1,360,224				0				1,360,224				0

(c) Since the most recent filing of Schedule 13D, the Reporting Persons purchased the following shares of Common Stock in open market transactions.

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Date		Reporting Person				Shares Purchased				Price
8/20/2015			PDP				1,600			$	24.3606
8/20/2015			PDP				4,936			$	24.4115
9/30/2015			PDP				25,000			$	21.4721
9/30/2015			PDP				22,300			$	21.4229
10/1/2015			PDP				12,300			$	20.9898
10/1/2015			PDP				8,100			$	20.9790

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

 

Exhibit 1		Joint Filing Agreement, dated December 1, 2015, by and among the Reporting Persons.

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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: December 2, 2015

 

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EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock, $1.00 par value, of Lawson Products, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of December 1, 2015.

 

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