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
What is insider trading>>
- Peter Lynch
What is insider trading>>
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.
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(e)
|
Excludes any shares of common stock held of record by each other Management Holder. See Item 9 below.
|
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|
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(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 Issuer’s common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust, but Mr. Callahan disclaims beneficial ownership of such shares.
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|
|
|
|
(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.
|
|
|
|
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(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
|
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AEA INVESTORS FUND V LP
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By:
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AEA Investors Partners V LP, its general partner
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By:
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AEA Management (Cayman) Ltd., its general partner
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By:
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/s/ Barbara L. Burns
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Name:
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Barbara L. Burns
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Title:
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Vice President
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AEA INVESTORS LP
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By:
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/s/ Barbara L. Burns
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Name:
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Barbara L. Burns
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Title:
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Vice President
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AEA GMS HOLDINGS LP
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By:
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AEA GMS Holdings GP LLC, its general partner
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By:
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/s/ Barbara L. Burns
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Name:
|
Barbara L. Burns
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Title:
|
Vice President
|
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AEA GMS HOLDINGS GP LLC
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By:
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/s/ Barbara L. Burns
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Name:
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Barbara L. Burns
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Title:
|
Vice President
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AEA INVESTORS PARTICIPANT FUND V LP
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||
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By:
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AEA Investors PF V LLC, its general partner
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By:
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/s/ Barbara L. Burns
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Name:
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Barbara L. Burns
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|
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Title:
|
Vice President
|
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AEA INVESTORS QP PARTICIPANT FUND V LP
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||
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By:
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AEA Investors PF V LLC, its general partner
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|
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By:
|
/s/ Barbara L. Burns
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|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
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|
||||
|
|
AEA INVESTORS PF V LLC
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|
||
|
|
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|
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By:
|
/s/ Barbara L. Burns
|
|
|
|
|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
|
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|
|
AEA INVESTORS FUND V-A LP
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|
||
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By:
|
AEA Investors Partners V LP, its general partner
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By:
|
AEA Management (Cayman) Ltd., its general partner
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|
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By:
|
/s/ Barbara L. Burns
|
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|
|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
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|
||||
|
|
AEA INVESTORS FUND V-B LP
|
|
||
|
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|
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By:
|
AEA Investors Partners V LP, its general partner
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|
|
By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
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|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
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|
||||
|
|
AEA INVESTORS PARTNERS V LP
|
|
||
|
|
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By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
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|
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|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
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|
AEA MANAGEMENT (CAYMAN) LTD.
|
|
||
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By:
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/s/ Barbara L. Burns
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|
|
|
Name:
|
Barbara L. Burns
|
|
|
Title:
|
Vice President
|
|||
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|
|
JOHN L. GARCIA
|
|
||
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|
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By:
|
/s/ Barbara L. Burns, attorney-in-fact
|
|
|
|
|
|
Name:
|
John L. Garcia
|
|
|
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|
|
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.
|
|
||
|
|
|
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|
|
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact
|
|
|
|
|
|
Name:
|
G. Michael Callahan, Jr.
|
|
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|
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|
|
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|
|
RICHARD ALAN ADAMS
|
|
||
|
|
|
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|
|
By:
|
/s/ Craig D. Apolinsky, attorney-in-fact
|
|
|
|
|
|
Name:
|
Richard Alan Adams
|
|
|
|
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|
|
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|
|
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 |