AEA INVESTORS FUND V LP Form 4 Filed 2019-09-10

FORM 4

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

AEA INVESTORS FUND V LP

2. Issuer Name and Ticker or Trading Symbol
GMS Inc. [GMS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

P.O. BOX 309, UGLAND HOUSE,

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2019

(Street)

GRAND CAYMAN, E9 KY1-1104

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ 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	09/09/2019		S		6,825,058⁽¹⁾	D	$26.93⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AEA INVESTORS FUND V LP P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA INVESTORS FUND V-A LP P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA INVESTORS FUND V-B LP P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA Investors Partners V LP P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
AEA Management (Cayman) Ltd P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104		X
Garcia John L C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10103		X
Hoesterey Brian R C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10103	X	X

Explanation of Responses:

1.	These shares of common stock were sold pursuant to the Underwriting Agreement dated September 4, 2019.
2.	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.
3.	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.
4.	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.
5.	Due to the limitations of the Securities and Exchange Commission's EDGAR system, AEA GMS Holdings LP, AEA GMS Holdings GP LLC, AEA Investors Participant Fund V LP, AEA Investors QP Participant Fund V LP, AEA Investors PF V LLC and AEA Investors LP have filed a separate Form 4.

	Signatures
	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, Vice President	09/10/2019
	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, Vice President	09/10/2019
	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, Vice President	09/10/2019
	AEA Investors Partners V LP, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	09/10/2019
	AEA Management (Cayman) Ltd., by /s/ Barbara L. Burns, Vice President	09/10/2019
	/s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia	09/10/2019
	/s/ Barbara L. Burns, Attorney-in-Fact for Brian R. Hoesterey	09/10/2019
	** Signature of Reporting Person	Date
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