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Form 3 GMS Inc. For: Mar 03 Filed by: Gray Adam

March 5, 2021 6:08 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Coliseum Capital Management, LLC

(Last) (First) (Middle)
105 ROWAYTON AVE.

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2021
3. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 4,270,393
I
See footnotes (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are directly held as follows: (a) 3,025,745 shares of common stock, par value $0.01 per share ("Common Stock"), by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser; (b) 989,448 shares of Common Stock by a separate account investment advisory client of CCM (the "Separate Account"); and (c) 255,200 shares of Common Stock by Coliseum Capital Co-Invest III, L.P. ("CCC III"), an investment limited partnership for which CCM serves as investment advisor.
2. Christopher S. Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC, CCC III and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/05/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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