0001567619-19-018121.txt : 20190910
0001567619-19-018121.hdr.sgml : 20190910
20190910163458
ACCESSION NUMBER: 0001567619-19-018121
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190909
FILED AS OF DATE: 20190910
DATE AS OF CHANGE: 20190910
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA INVESTORS LP
CENTRAL INDEX KEY: 0001216273
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085712
BUSINESS ADDRESS:
STREET 1: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: 212-644-5900
MAIL ADDRESS:
STREET 1: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA GMS Holdings GP LLC
CENTRAL INDEX KEY: 0001675434
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085713
BUSINESS ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: (212) 644-5900
MAIL ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA Investors Participant Fund V LP
CENTRAL INDEX KEY: 0001536781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085714
BUSINESS ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: 212-644-5900
MAIL ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA Investors QP Participant Fund V LP
CENTRAL INDEX KEY: 0001536780
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085715
BUSINESS ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: 212-644-5900
MAIL ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA Investors PF V LLC
CENTRAL INDEX KEY: 0001675449
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085716
BUSINESS ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: (212) 644-5900
MAIL ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AEA GMS Holdings LP
CENTRAL INDEX KEY: 0001675512
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37784
FILM NUMBER: 191085717
BUSINESS ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
BUSINESS PHONE: (212) 644-5900
MAIL ADDRESS:
STREET 1: C/O AEA INVESTORS LP
STREET 2: 666 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10103
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GMS Inc.
CENTRAL INDEX KEY: 0001600438
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 100 CRESCENT CENTRE PARKWAY
STREET 2: SUITE 800
CITY: TUCKER
STATE: GA
ZIP: 30084
BUSINESS PHONE: 800-392-4619
MAIL ADDRESS:
STREET 1: 100 CRESCENT CENTRE PARKWAY
STREET 2: SUITE 800
CITY: TUCKER
STATE: GA
ZIP: 30084
FORMER COMPANY:
FORMER CONFORMED NAME: GYP Holdings I Corp.
DATE OF NAME CHANGE: 20140218
4
1
doc1.xml
FORM 4
X0306
4
2019-09-09
1
0001600438
GMS Inc.
GMS
0001216273
AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
0001675434
AEA GMS Holdings GP LLC
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
0001536781
AEA Investors Participant Fund V LP
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
0001536780
AEA Investors QP Participant Fund V LP
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
0001675449
AEA Investors PF V LLC
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
0001675512
AEA GMS Holdings LP
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK
NY
10103
0
0
1
0
Common Stock
2019-09-09
4
S
0
6825058
26.93
D
0
I
See footnotes
These shares of common stock were sold pursuant to the Underwriting Agreement dated September 4, 2019.
This amount represents the $27.20 public offering price per share of the issuer's common stock less the underwriting discount of $0.27 per share.
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.
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 of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., and Brian R. Hoesterey, the Chief Executive Officer of AEA Investors LP, 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 each of Mr. Garcia and Mr. Hoesterey disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
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., John L. Garcia and Brian R. Hoesterey have filed a separate Form 4.
AEA Investors LP, by /s/ Barbara L. Burns, Vice President
2019-09-10
AEA GMS Holdings GP LLC, by /s/ Barbara L. Burns, Vice President
2019-09-10
AEA Investors Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President
2019-09-10
AEA Investors QP Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President
2019-09-10
AEA Investors PF V LLC, by /s/ Barbara L. Burns, Vice President
2019-09-10
AEA GMS Holdings LP, by AEA GMS Holdings GP LLC, its general partner, by /s/ Barbara L. Burns, Vice President
2019-09-10