Sec Form 4 Filing - DEAKIN SCOTT M @ GMS Inc. - 2021-08-01

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 DEAKIN SCOTT M 2. Issuer Name and Ticker or Trading Symbol GMS Inc. [ GMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Chief Financial Officer (Last) (First) (Middle) GMS INC., 100 CRESCENT CENTRE PARKWAY, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2021 (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 08/01/2021 M 4,268 A 7,443 ( 2 ) D Common Stock 08/01/2021 F 1,285 D $ 49.13 6,158 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 Restricted Stock Units ( 1 ) 08/01/2021 M 4,268 ( 3 ) ( 3 ) Common Stock 4,268 $ 0 8,536 D Restricted Stock Units ( 4 ) 08/01/2021 A 7,632 ( 5 ) ( 5 ) Common Stock 7,632 $ 0 7,632 D Stock Option (Right to Buy) $ 49.13 08/01/2021 A 18,527 ( 6 ) 08/01/2031 Common Stock 18,527 $ 0 18,527 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEAKIN SCOTT M GMS INC. 100 CRESCENT CENTRE PARKWAY, SUITE 800 TUCKER, GA30084 VP, Chief Financial Officer Signatures /s/ Craig D. Apolinsky, Attorney-in-Fact for Scott M. Deakin 08/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units vested and converted into common stock on a one-for-one basis. ( 2 )Includes 853 shares acquired by the Reporting Person on June 30, 2021 pursuant to the GMS Inc. Employee Stock Purchase Plan. ( 3 )On August 1, 2020, the reporting person was granted 12,804 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. ( 4 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. ( 5 )Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units are scheduled to vest in equal installments on each of August 1, 2022, August 1, 2023 and August 1, 2024 and will be settled, with respect to vested restricted stock units, in shares of the issuer's common stock no later than 30 days after each applicable vesting date. ( 6 )Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these options are scheduled to vest in equal installments on each of August 1, 2022, August 1, 2023 and August 1, 2024.

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).

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