| Item 1. | |
| (a) | Name of issuer:
GMS INC. |
| (b) | Address of issuer's principal executive
offices:
100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC ("CCM"), Coliseum Capital LLC ("CC"), Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Co-Invest III, L.P. ("CCC III"), Adam Gray ("Gray") and Christopher Shackelton ("Shackelton" and together with CCM, CC, CCP, CCC III and Gray, the "Reporting Persons"). |
| (b) | Address or principal business office or, if
none, residence:
The business address of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853. |
| (c) | Citizenship:
(i) CCM is a Delaware limited liability company; (ii) CC is a Delaware limited liability company; (iii) CCP is a Delaware limited partnership; (iv) CCC III is a Delaware limited partnership; (v) Gray is a United States citizen; and (vi) Shackelton is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
36251C103 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) CCM is the beneficial owner of 2,256,243 shares of common stock, $0.01 par value per share ("Common Stock"); (ii) CC is the beneficial owner of 1,830,368 shares of Common Stock; (iii) CCP is the beneficial owner of 1,804,522 shares of Common Stock; (iv) CCC III is the beneficial owner of 25,846 shares of Common Stock; (v) Gray is the beneficial owner of 2,256,243 shares of Common Stock; and (vi) Shackelton is the beneficial owner of 2,256,243 shares of Common Stock. |
| (b) | Percent of class:
(i) CCM - 5.8%; (ii) CC - 4.7%; (iii) CCP - 4.6%; (iv) CCC III - 0.1%; (v) Gray - 5.8%; and (vi) Shackelton - 5.8%. The ownership percentage of each Reporting Person has been calculated based on an assumed total of 38,815,455 shares of Common Stock issued and outstanding as of November 30, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 5, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares for CCC III; (v) 0 shares of Common Stock for Gray; and (vi) 0 shares of Common Stock for Shackelton.
|
| | (ii) Shared power to vote or to direct the
vote:
(i) 2,256,243 shares of Common Stock for CCM; (ii) 1,830,368 shares of Common Stock for CC; (iii) 1,804,522 shares of Common Stock for CCP; (iv) 25,846 shares of Common Stock for CCC III; (v) 2,256,243 shares of Common Stock for Gray; and (vi) 2,256,243 shares of Common Stock for Shackelton.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
(i) 0 shares of Common Stock for CCM; (ii) 0 shares of Common Stock for CC; (iii) 0 shares of Common Stock for CCP; (iv) 0 shares for CCC III; (v) 0 shares of Common Stock for Gray; and (vi) 0 shares of Common Stock for Shackelton.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
(i) 2,256,243 shares of Common Stock for CCM; (ii) 1,830,368 shares of Common Stock for CC; (iii) 1,804,522 shares of Common Stock for CCP; (iv) 25,846 shares of Common Stock for CCC III; (v) 2,256,243 shares of Common Stock for Gray; and (vi) 2,256,243 shares of Common Stock for Shackelton.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 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. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
CCM is the investment adviser to CCP and CCC III, each of which is an investment limited partnership. CC is the General Partner of CCP and CCC III. Gray and Shackelton are the managers of CC and CCM. The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP, CCC III and a separate account managed by CCM (the "Separate Account"). CCP is the record owner of 1,804,522 shares of Common Stock; CCC III is the record owner of 25,846 shares of Common Stock; and the Separate Account is the record owner of 425,875 shares of Common Stock. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)