GMS Inc.
100 Crescent Centre Parkway, Suite 800
Tucker, Georgia 30084
May 23, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jay Ingram
Re: GMS Inc.
Registration Statement on Form S-1
File No. 333-205902
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, GMS Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern Time, on May 25, 2016, or as soon thereafter as practicable.
The Company hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions regarding this request, please contact Andrew B. Barkan of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, at (212) 859-8468.
| Very truly yours, | |
|
| |
| GMS INC. | |
|
| |
| By: | /s/ H. Douglas Goforth |
|
| Name: H. Douglas Goforth |
|
| Title: Chief Financial Officer |
