UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________________ to ___________________

Commission file number 0-21513

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

DXP ENTERPRISES, INC. 401(k) RETIREMENT PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DXP Enterprises, Inc.

7272 Pinemont

Houston, Texas 77040

TABLE OF CONTENTS
	Page

Report of Independent Registered Public Accounting Firm		3

Statements of Net Assets Available For Benefits		4

Statement of Changes in Net Assets Available For Benefits		5

Notes to Financial Statements		6 -11

Supplemental Information:

Schedule of Assets (Held at Year End)		12

Signatures		13

Exhibit Index		14

Consent of Independent Registered Public Accounting Firm		15

Report Of Independent Registered Public Accounting Firm

To the Plan Administrator for DXP Enterprises, Inc. 401(k) Retirement Plan

Houston, Texas

We have audited the accompanying statements of net assets available for benefits of the DXP Enterprises, Inc. 401(k) Retirement Plan (the "Plan") as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplemental Schedule H, line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

EEPB, P.C.

Houston, Texas

June 29, 2016

DXP ENTERPRISES, INC. 401(k) RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(in thousands)


	December 31, 2016		December 31, 2015

ASSETS

Investments at fair value:
Interest bearing cash	$	357	$	548
Mutual funds		104,094		102,714
Common stock		9,009		5,165
Common collective trust		168		170
Total investments at fair value		113,628		108,597
Pooled separate accounts, at contract value		10,682		11,617
Total investments		124,310		120,214

Accounts receivable:
Employee contributions		245		594
Employer contributions		-		191
Total accounts receivable		245		785

Notes receivable from plan participants		2,791		2,755

Total assets		127,346		123,754


LIABILITIES		-		-

NET ASSETS AVAILABLE FOR BENEFITS	$	127,346	$	123,754

The accompanying notes are an integral part of these financial statements.

DXP ENTERPRISES, INC. 401(k) RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(in thousands)


	December 31, 2016

ADDITIONS TO NET ASSETS

Net appreciation (depreciation)	$	6,127
Dividends, interest and other income		4,017
Employee contributions		7,449
Employer contributions		366
Rollover contributions		506
Total additions to net assets		18,465

DEDUCTIONS TO NET ASSETS

Benefit payments to plan participants		14,830
Plan expenses		43
Total deductions to net assets		14,873

Net change in plan equity		3,592

Plan equity, beginning of year		123,754
Plan equity, end of year	$	127,346

The accompanying notes are an integral part of these financial statements.

DXP ENTERPRISES INC. 401(k) RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 1 – DESCRIPTION OF THE PLAN

DXP Enterprises, Inc. 401(k) Retirement Plan (the "Plan") was established January 1, 1991 and is a qualified plan covering all of the eligible employees of DXP Enterprises, Inc. and its subsidiaries (the "Company", or "Plan Sponsor") as defined by Section 401(a) of the Internal Revenue Code and contains a provision for salary reduction contributions under Section 401(k) of the Internal Revenue Code. The Plan is also subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following description provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

Eligibility

Effective November 1, 2012, all employees of the company are eligible to join the plan 30 days following the hire date with the Company.

Contributions

Employees may elect to contribute 1% to 80% of their eligible salary to the Plan. Effective July 1, 2006, the Plan was amended to provide for an automatic enrollment contribution of 3% of their eligible salary for eligible employees who have not submitted deferral election forms. Employees may direct their contributions to various investment alternatives. Contributions for each employee are limited in any calendar year to an amount which is adjusted annually by the Internal Revenue Service. For 2016 and 2015, the maximum contribution allowed for each employee was $18,000. Additionally, participants who attain the age of 50 during the plan year may make "catch up" contributions in 2016 and 2015 of $6,000. Participants may also contribute amounts representing distributions transferred from other qualified plans. During the first two months of the year ended December 31, 2016, the Company contributed 50% of employee contributions up to 4% of employee compensation. Effective March 1, 2016, the Company suspended employer contributions to the employee benefit program. The Company, at the discretion of the Board of Directors, may also make a profit sharing contribution to the Plan during the year. No discretionary profit sharing contributions were made by the Company for 2016 and 2015.

Participant Accounts

Each participant's account is credited with the participant's contribution, (a) the Company's contribution and (b) investment income or loss less expenses. Income or loss for each of the investment directives is allocated to the participants' accounts on a daily basis, and is based on the relative units of participation. Benefits paid to participants under the Plan are limited to the vested balance in each participant's account.

Vesting and Payment of Benefits

All participant contributions vest immediately. Company contributions vest according to the following schedule:

Years of Service	Percentage Vested
Less than 2		-	%
2 years		20	%
3 years		40	%
4 years		60	%
5 years		80	%
6 or more		100	%

The normal retirement age under the Plan is 55; however, benefits may be distributed during employment under hardship provisions. Additionally, participants who have attained the age of 59 ½ may receive distributions during employment. If death or permanent disability occurs during employment, an employee's entire account becomes fully vested. Participants may elect to receive distributions in a lump sum or equal installments. Installments are required for employees over the age of 70 ½ to meet the minimum distribution requirements of Internal Revenue Code regulations. Separating participants may elect to rollover their account into another plan, as permitted by Internal Revenue Service regulations.

Notes Receivable from Participants

Participants may borrow a portion of the vested balance of their account, subject to a maximum of $50,000. Notes receivable bear interest at reasonable interest rates and are secured by the participant's account. Notes receivable are valued at amortized cost, which approximates fair value. Principal and interest is paid ratably through payroll deductions.

Forfeitures

Amounts which are forfeited due to termination of employment are used to reduce the Company's matching contribution under the Plan. Forfeited amounts for the years ended December 31, 2016 and 2015 were $64 thousand and $0.4 million, respectively.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Plan are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Investments held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts, which are reported at contract value. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities at the date of the financial statements and the reported changes in net assets during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Investments

The Plan's investments are valued at fair value with the exception of the fully benefit-responsive investment contract, which is valued at the contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 10 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade date basis.

NOTE 3 – INCOME TAXES

Under Internal Revenue Service Announcement 2001-77, when such providers receive a favorable determination letter from the Internal Revenue Service regarding the qualification of the Plan document for tax exempt status, an adopting Plan may rely on this opinion letter. The Plan administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

NOTE 4 – RISKS AND UNCERTANTIES

Plan participants make choices regarding their investments in securities, and are exposed to risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible those reductions in value can occur in the near term and that such changes could materially affect participant account balances reported in the statement of net assets available for benefits.

NOTE 5 – PLAN TERMINATION

Although it has not expressed any intent to do so, the Plan sponsor has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, each participant's account balance becomes 100% vested.

NOTE 6 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the Form 5500 to the financial statements (in thousands):

	December 31,
	2016		2015
Net assets, Form 5500	$	127,101	$	122,969
Contributions receivable		245		785
Net assets, statement of net assets available for benefits	$	127,346	$	123,754

NOTE 7 – ADMINISTRATION

Administration

The Plan Sponsor uses Fidelity Investments ("Fidelity") as the plan administrator. Among other duties, Fidelity receives contributions, invests and reinvests the Plan's assets, collects income and makes distributions as directed by the Plan Sponsor. Certain administrative functions are performed by the Plan Sponsor. The Plan does not compensate the Plan Sponsor for these services or other expenses paid for by the Plan Sponsor.

During 2016, the average yield for an investment in the NYL Anchorage account was approximately 1.4%.

NOTE 8 – RELATED PARTY TRANSACTIONS

The Plan invests in mutual funds that are managed by Fidelity, who is also the custodian for the Plan. Fees paid by the Plan for the investment management services that were provided by Fidelity are included in net appreciation in fair value of investments. The Plan believes these fees are not significantly different than those that would be charged by other managers of pension assets. During the year ended December 31, 2016 the Plan paid $43,161 to Fidelity in administration fees that are included in administrative expenses.

NOTE 9 – UNCERTAIN TAX POSTITIONS

The Plan did not have unrecognized tax benefits as of December 31, 2016 and does not expect this to change significantly over the next twelve months. The Plan will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2016, the Plan has not accrued interest or penalties related to uncertain tax positions. The Plan remains subject to income tax examination for tax years 2013 and beyond.

NOTE 10 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Authoritative guidance for financial assets and liabilities measured on a recurring basis applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Fair value, as defined in the authoritative guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance affects the fair value measurement of an investment with quoted market prices in an active market for identical instruments, which must be classified in one of the following categories:

Level 1 Inputs

Level 1 inputs come from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs

Level 2 inputs are other than quoted prices that are observable for an asset or liability. These inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs

Level 3 inputs are unobservable inputs for the asset or liability which require the Company's own assumptions.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.

Collective trust: Valued at the net asset value of units of a bank collective trust. The NAV is based on the fair value of the underlying investments held by the fund less its' liabilities. In accordance with the terms of the plan of trust, the net asset value of the fund is determined daily. Units are issued and redeemed at the latest net asset value. Also, in accordance with the plan of trust, net investment income, if any, and realized and unrealized gains on investments are not distributed. Units may be redeemable at the current NAV at any time without penalty.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the NAV of shares held by the plan at year end.

The following tables summarize the valuation of the Plan's financial instruments by fair value levels (in thousands

	As of December 31, 2016
	Level 1		Level 2		Level 3		Total
Interest bearing cash	$	357	$		$		$	357
Mutual Funds:
Large U.S. equity		58,522						58,522
Mid U.S. equity		17,015						17,015
Small U.S. equity		3,253						3,253
International equity		8,137						8,137
Balanced/Asset allocation		5,856						5,856
Fixed income		10,636						10,636
Specialty U.S. equity		675						675
Common collective trust				168				168
Common Stock:
DXP Common Stock		6,676						6,676
Common stock		2,333						2,333
Total	$	113,460	$	168	$	-	$	113,628

	As of December 31, 2015
	Level 1		Level 2		Level 3		Total
Interest bearing cash	$	548	$		$		$	548
Mutual Funds:
Large U.S. equity		58,747						54,747
Mid U.S. equity		17,920						17,920
Small U.S. equity		2,544						2,544
International equity		8,766						8,766
Balanced/Asset allocation		5,235						5,235
Fixed income		9,125						9,125
Specialty U.S. equity		378						378
Common collective trust				170				170
Common Stock:
DXP Common Stock		3,888						3,888
Common stock		1,276						1,276
Total	$	108,427	$	170	$	-	$	108,597

NOTE 11 – SUBSEQUENT EVENTS

We have evaluated subsequent events through the date the financial statements were filed with the Securities and Exchange Commission. There were no subsequent events that required recognition for disclosure.

DXP ENTERPRISES, INC. 401(k) RETIREMENT PLAN

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT YEAR END)

EIN – 76-0509661 PLAN #002

(a)

Identity of Issuer, Borrower, Lessor, or Similar Party (b)

Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity (c)

Cost *(d)

Value As of December 31, 2016 (e)

FID Contrafund

118,845 shares

N/A

11,701,460

FID Low Priced Stk

11,447 shares

N/A

566,412

FID High Income

90,173 shares

N/A

785,407

FID Retire GOV II

3,129,463 shares

N/A

3,129,463

FID Total Bond

545,642 shares

N/A

5,740,152

BROKERAGELINK

2,690,980 shares

N/A

2,690,324

NYL Anchorage Account

Pooled separate account

N/A

10,681,657

AM Cent Govt Bd Inst

53,066 shares

N/A

580,546

Harbor Intl Inst

87,442 shares

N/A

5,107,465

TRP Retirement 2005

24,323 shares

N/A

312,793

TRP Retirement 2015

189,868 shares

N/A

2,692,325

TRP Retirement 2025

535,944 shares

N/A

8,307,128

TRP Retirement 2035

334,151 shares

N/A

5,443,324

TRP Retirement 2045

315,281 shares

N/A

4,924,692

OPP Developing Mkt Y

16,908 shares

N/A

540,552

TRP Retirement 2055

78,181 shares

N/A

1,029,642

TRP Retirement 2050

80,280 shares

N/A

1,054,877

TRP Retirement 2060

7,520 shares

N/A

76,257

INVS Divrs Divd R5

270,409 shares

N/A

5,218,900

Vanguard 500 Index ADM

40,896 shares

N/A

8,447,796

VANG Mid Cap IDX ADM

5,168 shares

N/A

842,147

VANG Sm Cap IDX ADM

27,846 shares

N/A

1,720,037

VANG Tot Intl Stk AD

18,892 shares

N/A

465,305

VANG Reit Index ADM

5,777 shares

N/A

675,131

VANG Bal Index ADM

188,223 shares

N/A

5,855,609

All/Bern SmCp Grth I

12,774 shares

N/A

574,331

WF Stable Value

3,406 shares

N/A

168,101

JPM Midcap Value L

135,207 shares

N/A

4,921,529

TRP Retirement 2040

74,526 shares

N/A

1,729,756

TRP Retirement 2030

156,911 shares

N/A

3,535,207

TRP Retirement 2020

189,642 shares

N/A

3,870,597

TRP Retirement 2010

26,353 shares

N/A

457,217

AM Cent Eq Grth Inst

16,689 shares

N/A

490,334

DLWR Sm Cap Val Inst

15,231 shares

N/A

959,074

VANG Infl Prot Adm

15,712 shares

N/A

400,334

ALZGI NFJ Intl VL IS

74,998 shares

N/A

1,233,720

OPPHMR Intl Grth Y

22,779 shares

N/A

789,988

NB Mid Cap Grwth Inst

775,179 shares

N/A

9,914,533

* DXP Enterprises Stock

192,154 shares

N/A

6,676,271

Participant Loans

3.25 % - 10% ***,

N/A

2,791,085

maturity dates from 2016-2031

127,101,478

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT YEAR END)

See accompanying auditors' report.

* Participant-directed investment programs may omit cost basis data

** Party in interest

*** Secured by each Participant's accounts

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

DXP ENTERPRISES, INC. 401(k) RETIREMENT PLAN

By: /s/Kent Yee

Kent Yee

Senior Vice President

and Chief Financial Officer

EXHIBIT INDEX

No. Description

23.1	Consent of Independent Registered Accounting Firm