SEC Form 4 · accession 0001140361-17-046605
GMS Inc. · GMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AEA INVESTORS LP
10% Owner
AEA Investors Participant Fund V LP
10% Owner
AEA GMS Holdings GP LLC
10% Owner
AEA Investors PF V LLC
10% Owner
AEA GMS Holdings LP
10% Owner
Period of report
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 7:50 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,F3 | Dec 14, 2017 | S | 4,500,000 | $38.05 | D | 6,825,058 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These 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.
- F2Each 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.
- F3Due 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.