GMS INC.
|
Common Stock, par value $0.01 per share
|
36251C103
|
December 31, 2018
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA GMS Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (3)(4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Excludes 1,194,579 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8
below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
(4)
|
The percentage represented by the amount in Row (9), together with the aggregate 1,194,579 shares of common stock excluded from Row (9) as
described in footnote (2), is 19.8%. See Items 4 and 8 below.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA GMS Holdings GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors Participant Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors QP Participant Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors PF V LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors Fund V-A LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors Fund V-B LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AEA Investors Partners V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS |
|
|
||
AEA Management (Cayman) Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
John L. Garcia
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,825,058 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
16.8% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
2009 G. Michael Callahan, Jr. Family Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Georgia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
128,950 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
128,950 (1)(2)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
128,950 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.3% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Excludes 7,890,687 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8
below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
G. Michael Callahan, Jr.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,006,460 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
877,510 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
128,950 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,066,460 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.5% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Includes (i) 128,950 shares of common stock held by the 2009 G. Michael Callahan, Jr. Family Trust and (ii) 449,196 shares of
common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018. Excludes 7,462,373 shares of common stock owned by certain parties to the Stockholders Agreement (as
defined in Item 8 below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such
Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Richard Alan Adams
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
444,512 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
444,512 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
444,512 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.1% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Includes 269,512 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after
December 31, 2018. Excludes 7,844,637 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such
Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Peter C. Browning
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
30,474 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
30,474 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,474 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2) |
Includes 22,856 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018. Excludes
8,012,019 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(3) |
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such Reporting Person has the
right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
John J. Gavin
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
53,600 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
53,600 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
53,600 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Includes 30,474 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
Excludes 7,996,511 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such Reporting Person
has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Howard Douglas Goforth
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
243,415 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
243,415 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
243,415 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.6% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Includes 102,134 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
Excludes 7,878,356 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such Reporting Person
has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ronald R. Ross
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
281,264 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
281,264 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
281,264 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.7% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Includes 30,474 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
Excludes 7,768,847 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such Reporting Person
has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Second Bite Investments, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Georgia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
39,500 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
39,500 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
39,500 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Excludes 7,980,137 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and
8 below.
|
(3)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
CUSIP No. 36251C103
|
13G/A
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Richard K. Mueller
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
77,594 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
77,594 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
77,594 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Includes (i) 39,500 shares of common stock held by Second Bite Investments, LLC and (ii) 38,094 shares of common stock issuable upon exercise of
options that have vested or will vest within 60 days after December 31, 2018. Excludes 7,980,137 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.
|
(2)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock such Reporting Person
has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
A.
|
The following “AEA Reporting Persons”:
|
|
(i)
|
AEA Investors Fund V LP;
|
|
(ii)
|
AEA Investors LP;
|
|
(iii)
|
AEA GMS Holdings LP
|
|
(iv)
|
AEA GMS Holdings GP LLC;
|
|
(v)
|
AEA Investors Participant Fund V LP;
|
|
(vi)
|
AEA Investors QP Participant Fund V LP;
|
|
(vii)
|
AEA Investors PF V LLC;
|
|
(viii)
|
AEA Investors Fund V-A LP;
|
|
(ix)
|
AEA Investors Fund V-B LP;
|
|
(x)
|
AEA Investors Partners V LP;
|
|
(xi)
|
AEA Management (Cayman) Ltd.; and
|
|
(xii)
|
Dr. John L. Garcia
|
|
B.
|
The following “Management Reporting Persons”:
|
|
(i)
|
2009 G. Michael Callahan, Jr. Family Trust;
|
|
(ii)
|
G. Michael Callahan, Jr.;
|
|
(iii)
|
Richard Alan Adams;
|
|
(iv)
|
Peter C. Browning;
|
|
(v)
|
John J. Gavin;
|
|
(vi)
|
Howard Douglas Goforth;
|
|
(vii)
|
Ronald R. Ross;
|
|
(viii)
|
Second Bite Investments, LLC; and
|
|
(ix)
|
Richard K. Mueller
|
Reporting Person
|
Number of Shares Beneficially Owned
|
Percent of Class
|
|
||
AEA Investors Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors LP
|
0(a)
|
0%(b)
|
AEA GMS Holdings LP
|
6,825,058(a)(c)
|
16.8%(b)
|
AEA GMS Holdings GP LLC
|
0(a)
|
0%(b)
|
AEA Investors Participant Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors QP Participant Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors PF V LLC
|
0(a)
|
0%(b)
|
AEA Investors Fund V-A LP
|
0(a)
|
0%(b)
|
AEA Investors Fund V-B LP
|
0(a)
|
0%(b)
|
AEA Investors Partners V LP
|
0(a)
|
0%(b)
|
AEA Management (Cayman) Ltd.
|
0(a)
|
0%(b)
|
John L. Garcia
|
0(d)
|
0%(b)
|
2009 G. Michael Callahan, Jr. Family Trust
|
128,950(e)
|
0.3%(b)
|
G. Michael Callahan, Jr.
|
877,510(e)(f)
|
2.1%(g)
|
Richard Alan Adams
|
444,512(e)(h)
|
1.1%(g)
|
Peter C. Browning
|
30,474(e)(i)
|
0.1%(g)
|
John J. Gavin
|
53,600(e)(j)
|
0.1%(g)
|
Howard Douglas Goforth
|
243,415(e)(k)
|
0.6%(g)
|
Ronald R. Ross
|
281,264(e)(l)
|
0.7%(g)
|
Second Bite Investments, LLC
|
39,500(e)
|
0.1%(b)
|
Richard K. Mueller
|
38,094(m)
|
0.1%(g)
|
(a)
|
AEA GMS Holdings LP (“AEA GMS Holdings”), which is the holder of record of 6,825,058
shares of common stock, is a limited partnership 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.
|
|
|
(b)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018.
|
|
|
(c)
|
Excludes 1,194,579 shares of common stock held of record by the Management Holders (as defined in Item 8 below). The AEA Reporting Persons
disclaim beneficial ownership of the aggregate 1,194,579 shares of common stock held of record by the Management Holders. See Item 8 below.
|
|
|
(d)
|
Dr. John L. Garcia is the chairman and chief executive officer of AEA Investors LP and the sole stockholder and director of AEA Management
(Cayman) Ltd. Dr. Garcia may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by AEA GMS
Holdings, but Dr. Garcia disclaims beneficial ownership of such shares.
|
|
|
(e)
|
Excludes 6,825,058 shares of common stock held of record by AEA GMS Holdings and the shares of common stock held of record by each other
Management Holder, and such Management Reporting Person disclaims beneficial ownership of such shares. See Item 8 below.
|
|
|
(f)
|
Includes 449,196 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
Excludes 128,950 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. Mr. Callahan may be deemed to share beneficial ownership of the shares of Issuer’s common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust, but Mr. Callahan disclaims beneficial ownership of such shares.
|
|
|
(g)
|
Based on 40,602,882 shares of common stock outstanding as of December 31, 2018 plus the number of shares of common stock the applicable
Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(h)
|
Includes 269,512 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(i)
|
Includes 22,856 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(j)
|
Includes 30,474 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(k)
|
Includes 102,134 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(l)
|
Includes 30,474 of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
|
|
|
(m)
|
Includes 38,094 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2018.
Excludes 39,500 shares of common stock held of record by Second Bite Investments, LLC, of which Richard K. Mueller is the chief executive officer. Mr. Mueller may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by Second Bite Investments, LLC, but Mr. Mueller disclaims beneficial ownership of such shares.
|
Management Holder
|
Shares of Common Stock Held of Record(a)
|
2009 G. Michael Callahan, Jr. Family Trust
|
128,950
|
G. Michael Callahan, Jr.(b)
|
428,314
|
Richard Alan Adams
|
175,000
|
Peter C. Browning
|
7,618
|
John J. Gavin
|
23,126
|
Howard Douglas Goforth
|
141,281
|
Ronald R. Ross
|
250,790
|
Second Bite Investments, LLC
|
39,500
|
(a)
|
Excludes any shares of common stock issuable upon exercise of options. See Item 4 above.
|
(b)
|
Excludes 128,950 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. See Item 4 above.
|
AEA INVESTORS FUND V LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: |
AEA Management (Cayman) Ltd., its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS LP
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA GMS HOLDINGS LP
|
|||
By: | AEA GMS Holdings GP LLC, its general partner | ||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA GMS HOLDINGS GP LLC
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PARTICIPANT FUND V LP
|
|||
By: |
AEA Investors PF V LLC, its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS QP PARTICIPANT FUND V LP
|
|||
By: |
AEA Investors PF V LLC, its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PF V LLC
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS FUND V-A LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: | AEA Management (Cayman) Ltd., its general partner | ||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS FUND V-B LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: | AEA Management (Cayman) Ltd., its general partner | ||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PARTNERS V LP
|
|||
By: |
AEA Management (Cayman) Ltd., its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA MANAGEMENT (CAYMAN) LTD.
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
JOHN L. GARCIA
|
|||
|
By:
|
/s/ Barbara L. Burns, attorney-in-fact | |
Name: John L. Garcia | |||
2009 G. MICHAEL CALLAHAN, JR. FAMILY TRUST
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Joseph P. Callahan
|
|||
Title: Trustee |
G. MICHAEL CALLAHAN, JR.
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: G. Michael Callahan, Jr. | |||
RICHARD ALAN ADAMS
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Richard Alan Adams | |||
PETER C. BROWNING
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Peter C. Browning | |||
JOHN J. GAVIN
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: John J. Gavin | |||
HOWARD DOUGLAS GOFORTH
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Howard Douglas Goforth | |||
RONALD R. ROSS
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Ronald R. Ross | |||
SECOND BITE INVESTMENTS, LLC
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Richard K. Mueller | |||
Title: Chief Executive Officer | |||
RICHARD K. MUELLER
|
|||
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact | |
Name: Richard K. Mueller | |||
Exhibit No.
|
Exhibit
|
99.1
|
Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No. 005-89877))
|
99.2
|
Powers of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No.
005-89877))
|