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. 3)
LAWSON PRODUCTS, INC.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
520776105
(CUSIP Number)
December 31, 2014
(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
910,481 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
910,481 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,481 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
10.5% 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
150,968 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
150,968 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,968 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
1.7% 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
183,256 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
183,256 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,256 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
2.1% 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
CAPITAL PARTNER INVESTMENTS 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
243,037 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
243,037 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,037 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
2.8% 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
WORTHY COMPANIES 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
56,337 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
56,337 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,337 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
0.6% 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
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
86,527 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
86,527 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,527 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
1.0% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 8 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
119,242 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
119,242 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,242 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
1.4% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
PN (Limited Partnership)
CUSIP NO. 520776105
13G
Page 9 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
910,481 shares of Common Stock
7
SOLE DISPOSITIVE POWER
55
8
SHARED DISPOSITIVE POWER
910,481 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,536 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
10.5 % of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
IN
CUSIP NO. 520776105
13G
Page 10 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
910,481 shares of Common Stock
7
SOLE DISPOSITIVE POWER
N/A
8
SHARED DISPOSITIVE POWER
910,481 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,481 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
10.5 % 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
Capital Partner Investments Limited Partnership
Worthy Companies Limited 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, Capital Partner Investments
Limited Partnership, Worthy Companies Limited 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
Capital Partner Investments
Limited Partnership
Worthy Companies Limited Partnership
Financial Ascent Limited Partnership
Financial Ascent TE Limited Partnership
John M. Day
Sheldon
M. Fox
(a) Amount Beneficially Owned:
910,481
150,968
183,256
243,037
56,337
86,527
119,242
910,536
910,481
(b) Percent of Class:
10.5%
1.7%
2.1%
2.8%
0.6%
1.0%
1.4%
10.5%
10.5%
(c) Number of Shares to
Which Reporting Person
Has:
(i) Sole Voting Power:
N/A
N/A
N/A
N/A
N/A
N/A
N/A
55
N/A
(ii) Shared Voting Power:
910,481
150,968
183,256
243,037
56,337
86,527
119,242
910,481
910,481
(iii) Sole Dispositive Power:
N/A
N/A
N/A
N/A
N/A
N/A
N/A
55
N/A
(iv) Shared Dispositive Power:
910,481
150,968
183,256
243,037
56,337
86,527
119,242
910,481
910,481
The reported shares are the Issuer?s common stock.
910,481 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 910,481shares,
839,367 shares are owned in the aggregate by the Partnerships, and 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, 71,114 shares
of the Issuer (including separate accounts owned by Messrs. Day and
Fox, certain of their family members and personnel of KDI); however, in
the aggregate, these accounts amount to less than 1% 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 910,481 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, 2014 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
Power of attorney granted by John M. Day to 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 6, 2015
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
CAPITAL PARTNER INVESTMENTS LIMITED PARTNERSHIP
By: KDI Capital Partners, LLC, General Partner
By: /s/ Sheldon M. Fox
Name: Sheldon M. Fox
Title: Managing Member
WORTHY COMPANIES LIMITED 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
* By /s/ Sheldon M. Fox
Sheldon M. Fox
Attorney-in-fact
Exhibit 1
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
July 31, 2015, 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 4th day of February 2015.
/s/ John M. Day
John M. Day
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