Sec Form 13G Filing - AEA INVESTORS FUND V LP filing for GMS Inc. (GMS) - 2020-02-14

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934

(Amendment No. 3)*


GMS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36251C103
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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
13G/A
 
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.


 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA GMS Holdings LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA GMS Holdings GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors Participant Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors QP Participant Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors PF V LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors Fund V-A LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors Fund V-B LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Investors Partners V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
AEA Management (Cayman) Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.


 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
John L. Garcia
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 

CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Brian R. Hoesterey
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (2)
 
 
 
 
12
TYPE OF REPORTING PER SON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
   
 



CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
2009 G. Michael Callahan, Jr. Family Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Georgia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
100,000 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
100,000 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
100,000 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
G. Michael Callahan, Jr.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
549,031 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
449,031 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
100,000 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
549,031 (1)(2)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.3% (3)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes (i) 100,000 shares of common stock held by the 2009 G. Michael Callahan, Jr. Family Trust and (ii) 34,258 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock such Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.
  

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Richard Alan Adams
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
458,696 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
458,696 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
458,696 (1)(2)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1% (3)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes 279,790 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock such Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Peter C. Browning
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
34,575 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
34,575 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
34,575 (1)(2)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (3)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2) 
Includes 22,856 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock such Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
John J. Gavin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
57,701 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
57,701 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
57,701 (1)(2)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (3)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes 30,474 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(3)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock such Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.


 

CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Howard Douglas Goforth
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
41,281 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
41,281 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
41,281 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
   
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Ronald R. Ross
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
250,790 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
250,790 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
250,790 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
   
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Second Bite Investments, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Georgia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
42,269 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
42,269 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
42,269 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 

 
CUSIP No. 36251C103
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
Richard K. Mueller
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
95,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
95,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
95,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Includes (i) 42,269 shares of common stock held by Second Bite Investments, LLC and (ii) 53,330 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
(2)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock such Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.



Item 1 (a).  Name of Issuer:

GMS Inc.

Item 1 (b).  Address of Issuer’s Principal Executive Offices:

100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084, USA

Item 2 (a).  Name of Person Filing:

This Schedule 13G/A is being filed on behalf of the following AEA Reporting Persons and Management Reporting Persons (each as defined below and, collectively, the “Reporting Persons”):*
 
A.
The following “AEA Reporting Persons”:
 
(i)
AEA Investors Fund V LP;
 
(ii)
AEA Investors LP;
 
(iii)
AEA GMS Holdings LP
 
(iv)
AEA GMS Holdings GP LLC;
 
(v)
AEA Investors Participant Fund V LP;
 
(vi)
AEA Investors QP Participant Fund V LP;
 
(vii)
AEA Investors PF V LLC;
 
(viii)
AEA Investors Fund V-A LP;
 
(ix)
AEA Investors Fund V-B LP;
 
(x)
AEA Investors Partners V LP;
 
(xi)
AEA Management (Cayman) Ltd.; and
 
(xii)
Dr. John L. Garcia
  (xiii)
Brian R. Hoesterey
 
 
 
B.
The following “Management Reporting Persons”:
 
(i)
2009 G. Michael Callahan, Jr. Family Trust;
 
(ii)
G. Michael Callahan, Jr.;
 
(iii)
Richard Alan Adams;
 
(iv)
Peter C. Browning;
 
(v)
John J. Gavin;
 
(vi)
Howard Douglas Goforth;
 
(vii)
Ronald R. Ross;
 
(viii)
Second Bite Investments, LLC; and
 
(ix)
Richard K. Mueller
 
The Reporting Persons entered into a joint filing agreement, dated as of February 14, 2020, a copy of which is filed as Exhibit 99.1 to this Schedule 13G/A, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Act.
 
*Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a “person” for any purposes other than Section 13(d) of the Act.

Item 2 (b).  Address of Principal Business Office or, if none, Residence:

The address for each of:

AEA Investors Fund V LP
  AEA Investors Partners V LP
AEA Management (Cayman) Ltd.

is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

The address for each of:

AEA Investors LP
AEA GMS Holdings LP
AEA GMS Holdings GP LLC
AEA Investors Participant Fund V LP
AEA Investors QP Participant Fund V LP
AEA Investors PF V LLC
AEA Investors Fund V-A LP
AEA Investors Fund V-B LP
Dr. John L. Garcia
Brian R. Hoesterey

is c/o AEA Investors LP, 666 Fifth Avenue, 36th Floor, New York, NY 10103, USA.

The address for each of:

2009 G. Michael Callahan, Jr. Family Trust
G. Michael Callahan, Jr.
Richard Alan Adams
Peter C. Browning
John J. Gavin
Howard Douglas Goforth
Ronald R. Ross
Second Bite Investments, LLC
Richard K. Mueller

is c/o GMS Inc., 100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084, USA.

Item 2 (c).  Citizenship:

Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.
 
Item 2 (d).  Title of Class of Securities:

Common Stock, par value $0.01 per share.

Item 2 (e).  CUSIP Number:

36251C103

Item 3.

Not applicable as this Schedule 13G/A is filed pursuant to Rule 13d-1(d) under the Act.

Item 4.  Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.  As of December 31, 2019, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of GMS Inc. (the “Issuer”) listed opposite its or his name:
 
Reporting Person
Number of Shares Beneficially Owned
Percent of Class
 
 
 
AEA Investors Fund V LP
0(a)
0%(b)
AEA Investors LP
0(a)
0%(b)
AEA GMS Holdings LP
0(a)(c)
0.0%(b)
AEA GMS Holdings GP LLC
0(a)
0%(b)
AEA Investors Participant Fund V LP
0(a)
0%(b)
AEA Investors QP Participant Fund V LP
0(a)
0%(b)
AEA Investors PF V LLC
0(a)
0%(b)
AEA Investors Fund V-A LP
0(a)
0%(b)
AEA Investors Fund V-B LP
0(a)
0%(b)
AEA Investors Partners V LP
0(a)
0%(b)
AEA Management (Cayman) Ltd.
0(a)
0%(b)
John L. Garcia
0(d)
0%(b)
Brian R. Hoesterey
0(d)
0%(b)
2009 G. Michael Callahan, Jr. Family Trust
100,000 (e)
0.2%(b)
G. Michael Callahan, Jr.
449,031 (e)(f)
1.1%(g)
Richard Alan Adams
458,696 (e)(h)
1.1%(g)
Peter C. Browning
34,575 (e)(i)
0.1%(g)
John J. Gavin
57,701 (e)(j)
0.1%(g)
Howard Douglas Goforth
41,281 (e)
0.1%(b)
Ronald R. Ross
250,790 (e)
0.6%(b)
Second Bite Investments, LLC
42,269 (e)
0.1%(b)
Richard K. Mueller
53,330 (e)(k)
0.1%(g)
 
 
(a)
AEA GMS Holdings LP (“AEA GMS Holdings”) is a limited partnership whose general partner is AEA GMS Holdings GP LLC (“AEA GMS Holdings GP”). The managing member of AEA GMS Holdings GP is AEA Investors Fund V LP and its other members are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V-A LP and (iv) AEA Investors Fund V-B LP (AEA Investors Fund V LP and the entities named in clauses (i) through (iv), collectively, the “AEA Funds”). The AEA Funds are also limited partners of AEA GMS Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd.
 
 
(b)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019.
 
 
(c)
Excludes any shares of common stock held of record by the Management Holders (as defined in Item 9 below). See Item 9 below.
 
 
(d)
Dr. John L. Garcia is the Chairman of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd and Mr. Brian R. Hoesterey is the Chief Executive Officer of AEA Investors LP.
 
 
(e)
Excludes any shares of common stock held of record by each other Management Holder. See Item 9 below.
 
 
(f)
Includes 34,258 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019. Excludes 100,000 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. Mr. Callahan may be deemed to share beneficial ownership of the shares of Issuers common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust, but Mr. Callahan disclaims beneficial ownership of such shares.
 
 
(g)
Based on 42,237,472 shares of common stock outstanding as of December 31, 2019 plus the number of shares of common stock the applicable Reporting Person has the right to acquire through the exercise of options that have vested or will vest within 60 days after December 31, 2019.
 
 
(h)
Includes 279,790 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
 
 
(i)
Includes 22,856 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
 
 
(j)
Includes 30,474 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019.
 
 
(k)
Represents shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2019. Excludes 42,269 shares of common stock held of record by Second Bite Investments, LLC, of which Richard K. Mueller is the chief executive officer. Mr. Mueller may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by Second Bite Investments, LLC, but Mr. Mueller disclaims beneficial ownership of such shares.
 

Item 5.  Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x].

As a result of the Secondary Offering (as defined below), each of the Reporting Persons ceased to be a beneficial o wner of more than 5 percent of the shares of common stock of the Issuer. Consequently, this Amendment No. 3 constitutes an exit filing with respect to each of the Reporting Persons.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not applicable.

Item 8.  Identification and Classification of Members of the Group:

Not applicable.  

Item 9.  Notice of Dissolution of Group:
 
Pursuant to that certain stockholders’ agreement, dated as of April 1, 2014 (as amended, the “Stockholders Agreement”) among the Issuer and certain stockholders of the Issuer, each of the Management Reporting Persons set forth in the table below (the “Management Holders”) had previously agreed to vote all of its or his shares of common stock to elect one director nominated by AEA GMS Holdings for so long as AEA GMS Holdings and its affiliates owned at least 10% of the Issuer’s outstanding common stock. By virtue of such obligations pursuant to the Stockholders Agreement, the Reporting Persons previously may have been deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act.

 In September 2019, the Issuer consummated a public offering in which AEA GMS Holdings sold 6,825,058 shares of common stock (the “Secondary Offering”). Following the Secondary Offering, the AEA Reporting Persons ceased to hold any shares of the Issuer. As a result, as of September 9, 2019, the Management Holders are no longer bound by the voting obligations set forth in the Stockholders Agreement and, as of such date, the Reporting Persons are no longer deemed to be a “group” within the meaning of Section 13(d)(3) of the Act.
 
Management Holder
Shares of Common Stock Held of Record(a)
2009 G. Michael Callahan, Jr. Family Trust
100,000
G. Michael Callahan, Jr.(b)
414,773
Richard Alan Adams
 178,906
Peter C. Browning
 11,719
John J. Gavin
 27,227
Howard Douglas Goforth
41,281
Ronald R. Ross
 250,790
Second Bite Investments, LLC
 42,269
 
(a)
Excludes any shares of common stock issuable upon exercise of options. See Item 4 above.
(b)
Excludes 100,000 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. See Item 4 above.
 
Item 10.  Certification:
 
Not applicable.


 
 
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.
 
Date:  February 14, 2020

 
AEA INVESTORS FUND V LP
 
 
 
 
 
 
By:
 AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: 
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 


 
AEA INVESTORS LP
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 


 
AEA GMS HOLDINGS LP
 
 
 
 
 
 
By:
AEA GMS Holdings GP LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 


 
AEA GMS HOLDINGS GP LLC
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 


 
AEA INVESTORS PARTICIPANT FUND V LP
 
 
 
 
 
 
By:
AEA Investors PF V LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 


 
AEA INVESTORS QP PARTICIPANT FUND V LP
 
 
 
 
 
 
By:
AEA Investors PF V LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
     
 
 
 
AEA INVESTORS PF V LLC
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 
 
 
 
AEA INVESTORS FUND V-A LP
 
 
 
 
 
 
By:
AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
 AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
     
 
 
 
AEA INVESTORS FUND V-B LP
 
 
 
 
 
 
By:
AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
 AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
     
 
 
 
AEA INVESTORS PARTNERS V LP
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 


 
AEA MANAGEMENT (CAYMAN) LTD.
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name:
Barbara L. Burns
 
   
Title:
Vice President
 
 
 
 
 
 
 
 
JOHN L. GARCIA
 
 
 
 
 
 
By:
/s/ Barbara L. Burns, attorney-in-fact
 
 
 
Name:
John L. Garcia
 
 
 
 
 
 
 
 
BRIAN R. HOESTEREY
 
 
 
 
 
 
By:
/s/ Barbara L. Burns, attorney-in-fact
 
 
 
Name:
Brian R. Hoesterey
 
 
 
 
 
 
 
 
2009 G. MICHAEL CALLAHAN, JR. FAMILY TRUST
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name:  
Joseph P. Callahan
 
    Title:
Trustee
 
 
 
 
G. MICHAEL CALLAHAN, JR.
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
G. Michael Callahan, Jr.
 
 
 
 
 
 
 
 
RICHARD ALAN ADAMS
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Richard Alan Adams
 
 
 
 
 
 
 
 
PETER C. BROWNING
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Peter C. Browning
 
 
 
 
 
 
 
 
JOHN J. GAVIN
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
John J. Gavin
 
 
 
 
 


 
HOWARD DOUGLAS GOFORTH
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Howard Douglas Goforth
 
 
 
 
 
 
 
 
RONALD R. ROSS
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Ronald R. Ross
 
 
 
 
 
 

 
SECOND BITE INVESTMENTS, LLC
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Richard K. Mueller
 
    Title:
Chief Executive Officer
 


 
RICHARD K. MUELLER
 
 
 
 
 
 
By:
/s/ Craig D. Apolinsky, attorney-in-fact
 
 
 
Name: 
Richard K. Mueller
 
 
 
 
 


INDEX TO EXHIBITS

Exhibit No.
Exhibit
99.1
99.2
Powers of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No. 005-89877))
99.3
Power of Attorney of Brian R. Hoesterey