0001052174-14-000004.txt : 20140206 0001052174-14-000004.hdr.sgml : 20140206 20140206153732 ACCESSION NUMBER: 0001052174-14-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140206 DATE AS OF CHANGE: 20140206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAWSON PRODUCTS INC/NEW/DE/ CENTRAL INDEX KEY: 0000703604 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 362229304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33906 FILM NUMBER: 14579918 BUSINESS ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVENUE STREET 2: SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-304-5208 MAIL ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVENUE STREET 2: SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60631 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KDI CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001052174 IRS NUMBER: 561956796 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4101 LAKE BOONE TRAIL STREET 2: SUITE 218 CITY: RALEIGH STATE: NC ZIP: 27607 BUSINESS PHONE: 9195734124 MAIL ADDRESS: STREET 1: 4101 LAKE BOONE TRAIL STREET 2: SUITE 218 CITY: RALEIGH STATE: NC ZIP: 27607 FORMER COMPANY: FORMER CONFORMED NAME: MAYNARD CAPITAL PARTNERS LLC DATE OF NAME CHANGE: 19971231 SC 13G/A 1 laws13G-12312013.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ SCHEDULE 13G (Rule 13d-102) (Amendment No.: 1)* 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) LAWSON PRODUCTS, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 520776105 (CUSIP Number) December 31, 2013 (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 persons 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 7 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 DELAWARE, UNITED STATES OF AMERICA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER N/A 6 SHARED VOTING POWER 792,876 shares of Common Stock 7 SOLE DISPOSITIVE POWER N/A 8 SHARED DISPOSITIVE POWER 792,876 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 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 [ ]% of the outstanding shares of Common Stock 12 TYPE OF REPORTING PERSON OO (Limited Liability Company) CUSIP NO. 520776105 13G Page 3 of 7 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 STATE OF DELAWARE, UNITED STATES OF AMERICA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER N/A 6 SHARED VOTING POWER 792,876 shares of Common Stock 7 SOLE DISPOSITIVE POWER N/A 8 SHARED DISPOSITIVE POWER 792,876 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 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 [ ] % of the outstanding shares of Common Stock 12 TYPE OF REPORTING PERSON IN CUSIP NO. 520776105 13G Page 4 of 7 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 STATE OF UTAH, UNITED STATES OF AMERICA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER N/A 6 SHARED VOTING POWER 792,876 shares of Common Stock 7 SOLE DISPOSITIVE POWER N/A 8 SHARED DISPOSITIVE POWER 792,876 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [ ] 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 [ ]% 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 Issuers Principal Executive Offices: 8770 W. Bryn Mawr Avenue, Suite 900 Chicago, Illinois 60631 Item 2. (a) Name of Persons Filing: KDI Capital Partners, LLC 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 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 John M. Day Sheldon M. Fox (a) Amount Beneficially Owned: 792,876 792,876 792,876 (b) Percent of Class: 9.2 % 9.2 % 9.2 % (c) Number of Shares to Which Reporting Person Has: (i) Sole Voting Power: N/A N/A N/A (ii) Shared Voting Power: 792,876 792,876 792,876 (iii) Sole Dispositive Power: N/A N/A N/A (iv) Shared Dispositive Power: 792,876 792,876 792,876 The reported shares are the Issuers common stock. All of the reported shares are owned by investment advisory clients of KDI Capital Partners, LLC (the Investment Adviser). The Investment Adviser could be deemed to be an indirect beneficial owner of the reported shares by virtue of its voting and dispositive power over the reported shares. John M. Day and Sheldon M. Fox are the managing members and principal owners of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the Investment Adviser. 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 7, 2014, among KDI Capital Partners, LLC, John M. Day and 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 Lawson Products, 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 7, 2014. KDI CAPITAL PARTNERS, LLC 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 SIGNATURE After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: February 7, 2014 KDI CAPITAL PARTNERS, LLC By: /s/ Sheldon M. Fox Name: Sheldon M. Fox Title: Managing Member Date: February 7, 2014 /s/ John M. Day John M. Day Date: February 7, 2014 /s/ Sheldon M. Fox Sheldon M. Fox 1 1 ATLLIB01 1417186.1