0001140361-16-067207.txt : 20160525 0001140361-16-067207.hdr.sgml : 20160525 20160525213423 ACCESSION NUMBER: 0001140361-16-067207 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160525 FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garcia John L CENTRAL INDEX KEY: 0001675523 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676095 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Management (Cayman) Ltd CENTRAL INDEX KEY: 0001675446 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676096 BUSINESS ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Investors Partners V LP CENTRAL INDEX KEY: 0001675447 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676097 BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS FUND V-B LP CENTRAL INDEX KEY: 0001554676 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676098 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212-664-5900 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS FUND V-A LP CENTRAL INDEX KEY: 0001551971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676099 BUSINESS ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS FUND V LP CENTRAL INDEX KEY: 0001534662 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37784 FILM NUMBER: 161676100 BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GMS Inc. CENTRAL INDEX KEY: 0001600438 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CRESCENT CENTRE PARKWAY STREET 2: SUITE 800 CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 800-392-4619 MAIL ADDRESS: STREET 1: 100 CRESCENT CENTRE PARKWAY STREET 2: SUITE 800 CITY: TUCKER STATE: GA ZIP: 30084 FORMER COMPANY: FORMER CONFORMED NAME: GYP Holdings I Corp. DATE OF NAME CHANGE: 20140218 3 1 doc1.xml FORM 3 X0206 3 2016-05-25 0 0001600438 GMS Inc. GMS 0001534662 AEA INVESTORS FUND V LP P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001551971 AEA INVESTORS FUND V-A LP P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001554676 AEA INVESTORS FUND V-B LP P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001675447 AEA Investors Partners V LP P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001675446 AEA Management (Cayman) Ltd P. O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001675523 Garcia John L C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 Common Stock 17776488 I See footnotes These shares of common stock of the issuer are directly held by AEA GMS Holdings LP ("AEA GMS Holdings"), 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. Each of AEA GMS Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of our common stock held of record by AEA GMS Holdings, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. John L. Garcia, the Chairman and Chief Executive Officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., may also be deemed to have beneficial ownership of the shares of our common stock held of record by AEA GMS Holdings, but Mr. Garcia disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Due to the limitations of the Securities and Exchange Commission's EDGAR system, 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 and AEA Investors LP have filed a separate Form 3. 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, Vice President 2016-05-25 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, Vice President 2016-05-25 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, Vice President 2016-05-25 AEA Investors Partners V LP, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 2016-05-25 AEA Management (Cayman) Ltd., by /s/ Barbara L. Burns, Vice President 2016-05-25 /s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia 2016-05-25 EX-24 2 aeafundvpoa.htm
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Barbara Burns, with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as executive officer, director and/or beneficial owner of equity securities of GMS Inc. (the "Company"), (i) any forms required to be filed by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), (ii) Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, (iii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act, and (iv) and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company;
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such (i) form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, (ii) Form 3, 4, or 5 under Section 16(a) of the Exchange Act, (iii) Schedule 13D or 13G under Section 13 of the Exchange Act, or (iv) other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Rule 144 under the Securities Act or Sections 13 or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, any Form 3, 4, or 5 under Section 16(a) of the Exchange Act, or any Schedule 13D or 13G under Section 13 of the Exchange Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2016.

/s/ John L. Garcia
John L. Garcia