SEC Form 4 · accession 0001140361-17-046598
GMS Inc. · GMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard K Mueller
Officer — Chairman of the Board · Director · 10% Owner
Period of report
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 7:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001600438
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 14, 2017 | S | 500,000 | $38.05 | D | 39,500 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a stockholders' agreement among GMS Inc. (the "Company") and certain stockholders of the Company, the Reporting Person has agreed to vote all of his shares of common stock to elect one director nominated by AEA GMS Holdings LP for so long as AEA GMS Holdings LP and its affiliates own at least 10% of the Company's outstanding common stock. Accordingly, the Reporting Person is a member of a Section 13(d) "group" with AEA GMS Holdings LP and the other stockholders of the Company disclosed in a Schedule 13G filed with the Securities and Exchange Commission on behalf of the Reporting Person on February 14, 2017. As of the date hereof, the members of this Section 13(d) group collectively owned more than 10% of the Company's outstanding common stock. The Reporting Person disclaims beneficial ownership of the shares of common stock of the Company beneficially owned by the other members of the Section 13(d) group.
- F2Mr. Mueller beneficially owns these shares indirectly through Second Bite Investments, LLC.