Sec Form 3 Filing - Kempler Leonard Victor @ GBS Inc. - 2020-12-22

FORM 3 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 Kempler Leonard Victor 2. Issuer Name and Ticker or Trading Symbol GBS Inc. [ GBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GBS, INC., 708 THIRD AVENUE,, 6TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (Street) NEW YORK,, NY10017 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, par value $0.01 per share ( 3 ) 2,450 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 Series A Warrant ( 1 ) ( 1 ) ( 1 ) Common Stock 2,450 D Series B Warrant ( 2 ) ( 2 ) ( 2 ) Common Stock 2,450 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kempler Leonard Victor C/O GBS, INC., 708 THIRD AVENUE, 6TH FLOOR, NEW YORK,, NY10017 X Signatures /s/ Leonard Victor Kempler 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes Series A warrant to purchase 2,450 shares of the Company's common stock at an exercise price equal to $8.50 per share exercisable until the fifth anniversary of the issuance date. This warrant is included in the units of the Company's securities sold in the December 2020 initial public offering (the "IPO"). ( 2 )Includes Series B warrant to purchase 2,450 shares of the Company's common stock and together with the Series A warrants at an exercise price equal to $17.00 per share, exercisable until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions as described herein. This warrant is included in the units of the Company's securities sold in the IPO. ( 3 )Represents 2,450 shares of the Company's common stock included in the units of the Company's securities sold in the This warrant is included in the units of the Company's securities sold in the December 2020 initial public offering (the "IPO").

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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