Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
GMS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36251C103
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 22, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 | Page 2 of 9 |
1. |
Names of reporting persons.
Coliseum Capital Management, LLC | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see instructions)
AF | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
5,527,572 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
5,527,572 |
11. |
Aggregate amount beneficially owned by each reporting person
5,527,572 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
12.84% | |||||
14. | Type of reporting person (see instructions)
IA |
CUSIP No. 36251C103 | Page 3 of 9 |
1. |
Names of reporting persons.
Coliseum Capital, LLC | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see instructions)
AF | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
4,358,126 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
4,358,126 |
11. |
Aggregate amount beneficially owned by each reporting person
4,358,126 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
10.1% | |||||
14. | Type of reporting person (see instructions)
OO |
CUSIP No. 36251C103 | Page 4 of 9 |
1. |
Names of reporting persons.
Coliseum Capital Partners, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
3,588,757 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
3,588,757 |
11. |
Aggregate amount beneficially owned by each reporting person
3,588,757 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
8.3% | |||||
14. | Type of reporting person (see instructions)
PN |
CUSIP No. 36251C103 | Page 5 of 9 |
1. |
; Names of reporting persons.
Coliseum Capital Co-Invest III, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
769,369 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
769,369 |
11. |
Aggregate amount beneficially owned by each reporting person
769,369 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
1.8% | |||||
14. | Type of reporting person (see instructions)
PN |
CUSIP No. 36251C103 | Page 6 of 9 |
1. |
Names of reporting persons.
Adam Gray | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see inst ructions)
AF | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
United States |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
5,527,572 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
5,527,572 |
11. |
Aggregate amount beneficially owned by each reporting person
5,527,572 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
12.84% | |||||
14. | Type of reporting person (see instructions)
IN |
CUSIP No. 36251C103 | Page 7 of 9 |
1. |
Names of reporting persons.
Christopher Shackelton | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Source of funds (see instructions)
AF | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or place of organization
United States |
Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
5,527,572 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
5,527,572 |
11. |
Aggregate amount beneficially owned by each reporting person
5,527,572 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13. | Percent of class represented by amount in Row (11)
12.84% | |||||
14. | Type of reporting person (see instructions)
IN |
Explanatory Note: This Amendment No. 5 (this Amendment) to the Schedule 13D (the Initial 13D) relating to GMS Inc. (the Issuer), filed by the Reporting Persons with the Securities and Exchange Commission on November 9, 2020, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on November 18, 2020, Amendment No. 2 to the Initial 13D filed on December 28, 2020, Amendment No. 3 to the Initial 13D filed on March 3, 2021, and Amendment No. 4 to the Initial 13D filed on June 29, 2021 (Amendment No. 4), amends and supplements certain of the items set forth therein.
As used in this Amendment, the term Reporting Persons collectively refers to:
| Coliseum Capital Management, LLC, a Delaware limited liability company (CCM); |
| Coliseum Capital, LLC, a Delaware limited liability company (CC); |
| Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership (CCC III); |
| Adam Gray (Gray); and |
| Christopher Shackelton (Shackelton). |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
Since the filing of Amendment No. 4, the source and amount of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:
Purchaser |
Source of Funds | Amount | ||||||
CCP |
Working Capital | $ | 11,895,418.28 | |||||
Separate Account |
Working Capital | $ | 3,989,561.01 | |||||
CCC III |
Working Capital | $ | 12,829,988.64 |
Item 5. Interest in Securities of the Issuer.
Paragraphs (a)-(c) of Item 5 are hereby amended and supplem ented as follows:
(a) (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 of all the cover pages filed herewith are calculated based upon 43,040,983 shares of Common Stock outstanding as of February 28, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 3, 2022.
(c) | The Reporting Persons effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty (60) days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. |
Name |
Purchase or Sale |
Date | Number of Shares |
Weighted Average Price Per Share |
Range of Prices | |||||||||||||
CCC III |
Open Market Purchase | 03/18/2022 | 8,019 | $ | 52.37 | $ | 51.97-$52.90 | |||||||||||
CCC III |
Open Market Purchase | 03/18/2022 | 17,317 | $ | 53.24 | $ | 52.98-$53.50 | |||||||||||
CCC III |
Open Market Purchase | 03/21/2022 | 36,713 | $ | 54.39 | $ | 53.95-$54.76 | |||||||||||
CCC III |
Open Market Purchase | 03/22/2022 | 45,299 | $ | 53.95 | $ | 53.57-$54.53 | |||||||||||
CCC III |
Open Market Purchase | 03/22/2022 | 128,221 | $ | 54.96 | $ | 54.60-$55.00 |
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.
DATED: March 24, 2022
COLISEUM CAPITAL MANAGEMENT, LLC | CHRISTOPHER SHACKELTON | |||||||
By: | /s/ Thomas Sparta |
By: | /s/ Thomas Sparta | |||||
Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
COLISEUM CAPITAL, LLC | ADAM GRAY | |||||||
By: | /s/ Thomas Sparta |
By: | /s/ Thomas Sparta | |||||
Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
COLISEUM CAPITAL PARTNERS, L.P. | ||||||||
By: | Coliseum Capital, LLC, General Partner | |||||||
By: | /s/ Thomas Sparta |
|||||||
Thomas Sparta, Attorney-in-fact | ||||||||
COLISEUM CAPITAL CO-INVEST III, L.P. | ||||||||
By: | Coliseum Capital, LLC, General Partner | |||||||
By: | /s/ Thomas Sparta |
|||||||
Thomas Sparta, Attorney-in-fact |