SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)
LAWSON PRODUCTS, INC.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
520776105
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
____________________
* 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 the
disclosures provided in a prior cover page.
The information required in 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 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).
(Continued on following pages)
CUSIP NO. 520776105
13G
Page 2 of 15 Pages
1
NAMES OF REPORTING PERSONS
KDI CAPITAL PARTNERS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
693,191 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
693,191 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,191 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
IA, OO (Limited Liability Company)
CUSIP NO. 520776105
13G
Page 3 of 15 Pages
1
NAMES OF REPORTING PERSONS
OUTSTANDING BUSINESSES LIMITED PARTNERSHIP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
168,810 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
168,810 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,810 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 4 of 15 Pages
1
NAMES OF REPORTING PERSONS
A FEW VALUABLE BUSINESSES PARTNERSHIP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
192,464 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
192,464 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,464 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 5 of 15 Pages
1
NAMES OF REPORTING PERSONS
FINANCIAL ASCENT LIMITED PARTNERSHIP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
65,927 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
65,927 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,927 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 6 of 15 Pages
1
NAMES OF REPORTING PERSONS
FINANCIAL ASCENT TE LIMITED PARTNERSHIP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
130,667 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
130,667 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,667 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 7 of 15 Pages
1
NAMES OF REPORTING PERSONS
JOHN M. DAY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
55
6
SHARED VOTING POWER
693,191 shares of Common Stock
7
SOLE DISPOSITIVE POWER
55
8
SHARED DISPOSITIVE POWER
693,191 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,246 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
IN
CUSIP NO. 520776105
13G
Page 8 of 15 Pages
1
NAMES OF REPORTING PERSONS
SHELDON M. FOX
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
N/A
6
SHARED VOTING POWER
693,191 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
693,191 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,191 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
IN
Item 1. (a) Name of Issuer:
Lawson Products, Inc. (the ?Issuer?)
(b) Address of Issuer?s Principal Executive Offices:
8770 W. Bryn Mawr Avenue, Suite 900
Chicago, Illinois 60631
Item 2. (a) Name of Persons Filing:
KDI Capital Partners, LLC
Outstanding Businesses Limited Partnership
A Few Valuable Businesses Partnership
Financial Ascent Limited Partnership
Financial Ascent TE Limited Partnership
John M. Day
Sheldon M. Fox
(b) Address of Principal Business Office or, if None, Residence:
For all persons filing:
4101 Lake Boone Trail, Suite 218
Raleigh, NC 27607
(c) Citizenship:
KDI Capital Partners, LLC is a North Carolina limited liability company
A Few Valuable Businesses Partnership, Financial Ascent Limited
Partnership, Outstanding Businesses Limited Partnership and Financial
Ascent TE Limited Partnership (collectively, the ?Partnerships?) are all
limited partnerships formed in the state of North Carolina
Mr. Day and Mr. Fox are United States citizens
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
520776105
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
Not applicable. Filed pursuant to Rule 13d-1(c).
Item 4. Ownership.
KDI Capital Partners, LLC
Outstanding Businesses Limited Partnership
A Few Valuable Businesses Partnership
Financial Ascent Limited Partnership
Financial Ascent TE Limited Partnership
John M. Day
Sheldon
M. Fox
(a) Amount Beneficially Owned:
693,191
168,810
192,464
65,927
130,667
693,246
693,191
(b) Percent of Class:
7.9%
1.9%
2.2%
0.7%
1.5%
7.9%
7.9%
(c) Number of Shares to
Which Reporting Person
Has:
(i) Sole Voting Power:
N/A
N/A
N/A
N/A
N/A
55
N/A
(ii) Shared Voting Power:
693,191
168,810
192,464
65,927
130,667
693,191
693,191
(iii) Sole Dispositive Power:
N/A
N/A
N/A
N/A
N/A
55
N/A
(iv) Shared Dispositive Power:
693,191
168,810
192,464
65,927
130,667
693,191
693,191
The reported shares are the Issuer?s common stock.
693,191 of the reported shares are owned by investment advisory
clients of KDI Capital Partners, LLC (?KDI?). As reflected above,
each of the Partnerships directly owns shares of the Issuer
(of these 693,191 shares, 557,868 shares are owned in the
aggregate by the Partnerships, and the remainder are owned by
separate accounts managed by KDI.). KDI is the investment advisor
and general partner of each of the Partnerships. Other separately
managed account clients also own, in the aggregate, 135,323
shares of the Issuer; however, in the aggregate, these accounts
amount to about 1.5% of the outstanding shares of the Issuer.
As investment advisor to all of these accounts (and as investment
advisor and general partner of the Partnerships), KDI could be
deemed to be an indirect beneficial owner of 693,191 of the
reported shares by virtue of its voting and dispositive power
over these shares.
John M. Day and Sheldon M. Fox are the managing members and principal
owners of KDI, and could be deemed to share such indirect beneficial
ownership with KDI. Mr. Day also owns 55 shares of the Issuer?s
common stock in a separate account that is not managed by KDI.
This amendment to Schedule 13G (the ?Amendment?) is being filed to
reflect year-end ownership of the Issuer?s securities for KDI?s clients
on December 31, 2016 and updates previous filings made by KDI, the
Partnerships and Messrs. Day and Fox.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following__.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certifies that, to the best of
his or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits
Exhibit 1
Joint Filing Agreement dated February 8, 2017, among KDI Capital
Partners, LLC, the Partnerships, John M. Day and Sheldon M. Fox
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned?s
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Date: February 8, 2017
KDI CAPITAL PARTNERS, LLC
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
A FEW VALUABLE BUSINESSES PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
FINANCIAL ASCENT LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
OUTSTANDING BUSINESSES LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
FINANCIAL ASCENT TE LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
/s/ John M. Day
John M. Day
/s/ Sheldon M. Fox
Sheldon M. Fox
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the Common Stock of Stock Building Supply
Holdings, Inc., and further agree that this Joint Filing Agreement shall be
Included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information concerning
such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other
party, unless such party knows or has reason to believe that such
information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, each of the undersigned has executed
this Agreement as of February 8, 2017
KDI CAPITAL PARTNERS, LLC
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
A FEW VALUABLE BUSINESSES PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
FINANCIAL ASCENT LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
OUTSTANDING BUSINESSES LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
FINANCIAL ASCENT TE LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
/s/ John M. Day
John M. Day
/s/ Sheldon M. Fox
Sheldon M. Fox
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