GMS (GMS) Form 4 Change in insider ownership

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^*

AEA INVESTORS LP

(Last) (First) (Middle)

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2017

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

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

	Form filed by One Reporting Person
X	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
Common Stock	12/14/2017		S		4,500,000	D	$38.05	6,825,058	I	See footnotes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

AEA INVESTORS LP

(Last) (First) (Middle)

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEA GMS Holdings GP LLC

(Last) (First) (Middle)

C/O AEA INVESTORS LP

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEA Investors Participant Fund V LP

(Last) (First) (Middle)

C/O AEA INVESTORS LP

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEA Investors QP Participant Fund V LP

(Last) (First) (Middle)

C/O AEA INVESTORS LP

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEA Investors PF V LLC

(Last) (First) (Middle)

C/O AEA INVESTORS LP

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEA GMS Holdings LP

(Last) (First) (Middle)

C/O AEA INVESTORS LP

666 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10103

(City) (State) (Zip)

Explanation of Responses:

1. These shares of common stock of the issuer are directly held by AEA GMS Holdings LP ("AEA GMS Holdings"), whose general partner is AEA GMS Holdings GP LLC ("AEA GMS Holdings GP"). The managing member of AEA GMS Holdings GP is AEA Investors Fund V LP and its other members are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V-A LP and (iv) AEA Investors Fund V-B LP (AEA Investors Fund V LP and the entities named in clauses (i) through (iv), collectively, the "AEA Funds"). The AEA Funds are also limited partners of AEA GMS Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd.

2. Each of AEA GMS Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of the issuer's common stock held of record by AEA GMS Holdings, but each disclaims beneficial ownership of such shares, except to the extent of its respective pecuniary interest therein. John L. Garcia, the Chairman and Chief Executive Officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., may also be deemed to share beneficial ownership of the shares of the issuer's common stock held of record by AEA GMS Holdings, but Mr. Garcia disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Due to the limitations of the Securities and Exchange Commission's EDGAR system, AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors Partners V LP, AEA Management (Cayman) Ltd. and John L. Garcia have filed a separate Form 4.

	AEA Investors LP, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA GMS Holdings GP LLC, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA Investors Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA Investors QP Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA Investors PF V LLC, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA GMS Holdings LP, by AEA GMS Holdings GP LLC, its general partner, by /s/ Barbara L. Burns, Vice President	12/18/2017
	** 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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