[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD]
| Direct Line: (212) 859-8468 |
| Fax: (212) 859-4000 |
| andrew.barkan@friedfrank.com |
February 21, 2017
VIA EDGAR
Pamela Long
Assistant Director
Office of Manufacturing and Construction
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: GMS Inc.
Registration Statement on Form S-1
Filed February 3, 2017
File No. 333-215890
Dear Ms. Long:
This letter sets forth the response of GMS Inc. (the “Company”) to the oral comments received from the staff of the Division of Corporation Finance (the “Staff”) by telephone conversation on February 17, 2017 with respect to the Company’s Registration Statement on Form S-1 (File No. 333-215890), filed on February 3, 2017 (the “Registration Statement”). This letter is being filed today with Amendment No. 1 to the Registration Statement (“Amendment No. 1”). In order to facilitate your review, we have repeated each oral comment in its entirety in the sequence provided to us.
Principal and Selling Stockholders, page 58
1. Please revise your disclosure to indicate whether any of the selling stockholders are broker-dealers or affiliates of broker-dealers.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 58, 60 and 61 of Amendment No. 1.
2. Please disclose how each of the selling stockholders obtained the shares they are selling in the offering.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 58 of Amendment No. 1.
If you have any questions, please feel free to contact the undersigned at (212) 859-8468. Thank you for your cooperation and attention to this matter.
| Sincerely, |
|
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| /s/ Andrew B. Barkan |
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| Andrew B. Barkan |
cc: G. Michael Callahan, Jr. (GMS Inc.)
H. Douglas Goforth (GMS Inc.)
Terence O’Brien (Securities and Exchange Commission)
Jenn Do (Securities and Exchange Commission)
Al Pavot (Securities and Exchange Commission)
Frank Pigott (Securities and Exchange Commission)
Peter L. Loughran (Debevoise & Plimpton LLP)
