SEC Info - Aea Investors Fund V LP, et al. - ‘SC 13G/A’ on 2/14/20 re: GMS Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

GMS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36251C103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

CUSIP No. 36251C103

13G/A

1	NAMES OF REPORTING PERSONS
	Brian R. Hoesterey

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
			0 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (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)
	0.0% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			100,000 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			100,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,000 (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)
	OO

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			549,031 (1)(2)

		7	SOLE DISPOSITIVE POWER
			449,031 (1)

		8	SHARED DISPOSITIVE POWER
			100,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	549,031 (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)
	1.3% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Includes (i) 100,000 shares of common stock held by the 2009 G. Michael Callahan, Jr. Family Trust and (ii) 34,258 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

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
			458,696 (1)(2)

		7	SOLE DISPOSITIVE POWER
			458,696 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	458,696 (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 279,790 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

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
			34,575 (1)(2)

		7	SOLE DISPOSITIVE POWER
			34,575 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,575 (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, 2019.
(3)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

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
			57,701 (1)(2)

		7	SOLE DISPOSITIVE POWER
			57,701 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	57,701 (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, 2019.
(3)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

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
			41,281 (1)

		7	SOLE DISPOSITIVE POWER
			41,281 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,281 (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)
	0.1% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			250,790 (1)

		7	SOLE DISPOSITIVE POWER
			250,790 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	250,790 (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)
	0.6% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			42,269 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			42,269 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,269 (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)
	0.1% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

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
			95,599 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			95,599 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	95,599 (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) 42,269 shares of common stock held by Second Bite Investments, LLC and (ii) 53,330 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(2)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

Item 1 (a). Name of Issuer:

GMS Inc.

Item 1 (b). Address of Issuer’s Principal Executive Offices:

100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084, USA

Item 2 (a). Name of Person Filing:

This Schedule 13G/A is being filed on behalf of the following AEA Reporting Persons and Management Reporting Persons (each as defined below and, collectively, the “Reporting Persons”):*

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
	(xiii)	Brian R. Hoesterey

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

The Reporting Persons entered into a joint filing agreement, dated as of February 14, 2020, a copy of which is filed as Exhibit 99.1 to this Schedule 13G/A, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Act.

*Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a “person” for any purposes other than Section 13(d) of the Act.

Item 2 (b). Address of Principal Business Office or, if none, Residence:

The address for each of:

AEA Investors Fund V LP

AEA Investors Partners V LP

AEA Management (Cayman) Ltd.

is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

The address for each of:

AEA Investors LP

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

AEA Investors Fund V-A LP

AEA Investors Fund V-B LP

Dr. John L. Garcia

Brian R. Hoesterey

is c/o AEA Investors LP, 666 Fifth Avenue, 36th Floor, New York, NY 10103, USA.

The address for each of:

2009 G. Michael Callahan, Jr. Family Trust

G. Michael Callahan, Jr.

Richard Alan Adams

Peter C. Browning

John J. Gavin

Howard Douglas Goforth

Ronald R. Ross

Second Bite Investments, LLC

Richard K. Mueller

is c/o GMS Inc., 100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084, USA.

Item 2 (c). Citizenship:

Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.

Item 2 (d). Title of Class of Securities:

Common Stock, par value $0.01 per share.

Item 2 (e). CUSIP Number:

36251C103

Item 3.

Not applicable as this Schedule 13G/A is filed pursuant to Rule 13d-1(d) under the Act.

Item 4. Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of December 31, 2019, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of GMS Inc. (the “Issuer”) listed opposite its or his name:

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	0(a)(c)	0.0%(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)
Brian R. Hoesterey	0(d)	0%(b)
2009 G. Michael Callahan, Jr. Family Trust	100,000 (e)	0.2%(b)
G. Michael Callahan, Jr.	449,031 (e)(f)	1.1%(g)
Richard Alan Adams	458,696 (e)(h)	1.1%(g)
Peter C. Browning	34,575 (e)(i)	0.1%(g)
John J. Gavin	57,701 (e)(j)	0.1%(g)
Howard Douglas Goforth	41,281 (e)	0.1%(b)
Ronald R. Ross	250,790 (e)	0.6%(b)
Second Bite Investments, LLC	42,269 (e)	0.1%(b)
Richard K. Mueller	53,330 (e)(k)	0.1%(g)

(a)	AEA GMS Holdings LP (“AEA GMS Holdings”) 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.

(b)	Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.

(c)	Excludes any shares of common stock held of record by the Management Holders (as defined in Item 9 below). See Item 9 below.

(d)	Dr. John L. Garcia is the Chairman of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd and Mr. Brian R. Hoesterey is the Chief Executive Officer of AEA Investors LP.

(e)	Excludes any shares of common stock held of record by each other Management Holder. See Item 9 below.

(f)	Includes 34,258 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019. Excludes 100,000 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 42,237,472 shares of common stock outstanding as of December 31, 2019 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, 2019.

(h)	Includes 279,790 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.

(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, 2019.

(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, 2019.

(k)	Represents shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019. Excludes 42,269 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.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x].

As a result of the Secondary Offering (as defined below), each of the Reporting Persons ceased to be a beneficial owner of more than 5 percent of the shares of common stock of the Issuer. Consequently, this Amendment No. 3 constitutes an exit filing with respect to each of the Reporting Persons.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Pursuant to that certain stockholders’ agreement, dated as of April 1, 2014 (as amended, the “Stockholders Agreement”) among the Issuer and certain stockholders of the Issuer, each of the Management Reporting Persons set forth in the table below (the “Management Holders”) had previously agreed to vote all of its or his shares of common stock to elect one director nominated by AEA GMS Holdings for so long as AEA GMS Holdings and its affiliates owned at least 10% of the Issuer’s outstanding common stock. By virtue of such obligations pursuant to the Stockholders Agreement, the Reporting Persons previously may have been deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act.

In September 2019, the Issuer consummated a public offering in which AEA GMS Holdings sold 6,825,058 shares of common stock (the “Secondary Offering”). Following the Secondary Offering, the AEA Reporting Persons ceased to hold any shares of the Issuer. As a result, as of September 9, 2019, the Management Holders are no longer bound by the voting obligations set forth in the Stockholders Agreement and, as of such date, the Reporting Persons are no longer deemed to be a “group” within the meaning of Section 13(d)(3) of the Act.

Management Holder	Shares of Common Stock Held of Record(a)
2009 G. Michael Callahan, Jr. Family Trust	100,000
G. Michael Callahan, Jr.(b)	414,773
Richard Alan Adams	178,906
Peter C. Browning	11,719
John J. Gavin	27,227
Howard Douglas Goforth	41,281
Ronald R. Ross	250,790
Second Bite Investments, LLC	42,269

(a)	Excludes any shares of common stock issuable upon exercise of options. See Item 4 above.
(b)	Excludes 100,000 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. See Item 4 above.

Item 10. Certification:

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020

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

BRIAN R. HOESTEREY

By:	/s/ *Barbara L. Burns*, attorney-in-fact
	Name:	Brian R. Hoesterey

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

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement
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))
99.3	Power of Attorney of Brian R. Hoesterey

Aea Investors Fund V LP, et al. – ‘SC 13G/A’ on 2/14/20 re: GMS Inc.

On: Friday, 2/14/20, at 4:34pm ET · Accession #: 895345-20-170 · File #: 5-89877

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/14/19 · Next: ‘SC 13G/A’ on 2/14/20 · Latest: ‘SC 13G/A’ on 2/12/21

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor — Sch. 13G
Filing Table of Contents

‘SC 13G/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor

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Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13G/A’ Filing	Date	Other Filings

Filed on:	2/14/20	SC 13G/A
	12/31/19
	9/9/19	4, 8-K
	2/14/17	SC 13G
	4/1/14
		List all Filings

Aea Investors Fund V LP, et al. – ‘SC 13G/A’ on 2/14/20 re: GMS Inc.

On: Friday, 2/14/20, at 4:34pm ET · Accession #: 895345-20-170 · File #: 5-89877

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/14/19 · Next: ‘SC 13G/A’ on 2/14/20 · Latest: ‘SC 13G/A’ on 2/12/21

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor — Sch. 13GFiling Table of Contents

‘SC 13G/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor — Sch. 13G
Filing Table of Contents