GMS (GMS) Form 4 GMS / George T Hendren 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^*

Hendren George T

(Last) (First) (Middle)

100 CRESCENT 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2024

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

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
Common Stock	08/01/2024		M		1,187	A	$0(1)	24,759(2)	D
Common Stock	08/01/2024		F		528	D	$0	24,231	D
Common Stock	08/01/2024		M		1,858	A	$0(1)	26,089	D
Common Stock	08/01/2024		F		826	D	$0	25,263	D
Common Stock	08/01/2024		M		1,337	A	$0(1)	26,600	D
Common Stock	08/01/2024		F		595	D	$0	26,005	D

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	$0(1)	08/01/2024		M			1,187	(3)	(3)	Common Stock	1,187	$0	0	D
Restricted Stock Units	$0(1)	08/01/2024		M			1,858	(4)	(4)	Common Stock	1,858	$0	1,858	D
Restricted Stock Units	$0(1)	08/01/2024		M			1,337	(5)	(5)	Common Stock	1,337	$0	2,674	D
Restricted Stock Units	(6)	08/01/2024		A		3,374		(7)	(7)	Common Stock	3,374	$0	3,374	D
Stock Option (Right to Buy)	$92.63	08/01/2024		A		7,838		(8)	08/01/2034	Common Stock	7,838	$92.63	7,838	D

Explanation of Responses:

1. Restricted stock units vested and converted to shares of common stock on a one-for-one basis.

2. Includes 311 shares acquired by the Reporting Person on June 30, 2024 pursuant to the GMS Inc. Employee Stock Purchase Plan.

3. On August 1, 2021, the reporting person was granted 3,561 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.

4. On August 1, 2022, the reporting person was granted 5,574 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.

5. On August 1, 2023, the reporting person was granted 4,011 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.

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

7. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units are scheduled to vest in equal installments on each of August 1, 2025, August 1, 2026 and August 1, 2027 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.

8. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these options are scheduled to vest in equal installments on each of August 1, 2025, August 1, 2026 and August 1, 2027.

Remarks:

	/s/ Craig D. Apolinsky, Attorney-in-Fact for George T. Hendren	08/02/2024
	** 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).
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