Sec Form 4 Filing - GAVIN JOHN J @ GMS Inc. - 2017-02-28

Insider filing report for Changes in Beneficial Ownership
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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
GAVIN JOHN J
2. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
GMS INC., 100 CRESCENT CENTRE PARKWAY, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2017
(Street)
TUCKER, GA30084
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 02/28/2017 S 7,500 D $ 27.9338 12,816 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAVIN JOHN J
GMS INC .
100 CRESCENT CENTRE PARKWAY, SUITE 800
TUCKER, GA30084
X X
Signatures
/s/ Craig D. Apolinsky, Attorney-in-Fact for John J. Gavin 03/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a stockholders' agreement among GMS Inc. (the "Company") and certain stockholders of the Company, the Reporting Person has agreed to vote all of his shares of common stock to elect one director nominated by AEA GMS Holdings LP for so long as AEA GMS Holdings LP and its affiliates own at least 10% of the Company's outstanding common stock. Accordingly, the Reporting Person is a member of a Section 13(d) "group" with AEA GMS Holdings LP and the other stockholders of the Company disclosed in a Schedule 13G filed with the Securities and Exchange Commission on behalf of the Reporting Person on February 14, 2017. As of the date hereof, the members of this Section 13(d) group collectively owned more than 10% of the Company's outstanding common stock. The Reporting Person disclaims beneficial ownership of the shares of common stock of the Company beneficially owned by the other members of the Section 13(d) group.

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).
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