Browning Peter C Form 4/A GMS / PETER C BROWNING ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWNING PETER C

(Last) (First) (Middle)

GMS INC.

100 CRECENT CENTRE PARKWAY. SUITE 800

(Street)

TUCKER GA 30084

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/03/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(2)	08/01/2018		A		4,101		(3)	(3)	Common Stock	4,101	$0	4,101	D
Stock Option (Right to Buy)	(4)	08/01/2018(4)		A(4)		0(4)		(4)	(4)	Common Stock(4)	(4)	(4)	0(4)	D

Explanation of Responses:

1. On August 3, 2018, the reporting person timely filed a Form 4 to reflect the grant of stock awards pursuant to the issuer's director compensation program (the "Original Form 4"). While the Original Form 4 timely reported the aggregate value of the stock award, the Original Form 4 inadvertently reported such stock award as having been granted 50% in the form of restricted stock units and 50% in the form of stock options, when, in fact, the stock award was granted 100% in the form of restricted stock units. This amendment to the Original Form 4 is being filed to correctly reflect the grant of the stock award 100% in the form of restricted stock units.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

3. Subject to the reporting person's continued service as a director of the issuer through the applicable vesting date, these restricted stock units are scheduled to vest on August 1, 2019 and will be settled, with respect to vested restricted stock units, in shares of the issuer's common stock no later than 30 days after each applicable vesting date.

4. As described in footnote (1) herein, the options previously reported on the Original Form 4 were, in fact, not granted.

	/s/ Craig D. Apolinsky, Attorney-in-Fact for Peter C. Browning	08/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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