SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AEA INVESTORS FUND V LP (Last) (First) (Middle) P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GMS Inc. [ GMS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/14/2017		S		4,500,000	D	$38.05	6,825,058	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AEA INVESTORS FUND V LP (Last) (First) (Middle) P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEA INVESTORS FUND V-A LP (Last) (First) (Middle) P. O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEA INVESTORS FUND V-B LP (Last) (First) (Middle) P. O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEA Investors Partners V LP (Last) (First) (Middle) P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AEA Management (Cayman) Ltd (Last) (First) (Middle) P. O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Garcia John L (Last) (First) (Middle) C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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 the issuer's common stock held of record by AEA GMS Holdings, but each disclaims beneficial ownership of such shares, except to the extent of its respective 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 share beneficial ownership of the shares of the issuer's common stock held of record by AEA GMS Holdings, but Mr. Garcia disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. 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 4.

	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	12/18/2017
	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	12/18/2017
	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	12/18/2017
	AEA Investors Partners V LP, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President	12/18/2017
	AEA Management (Cayman) Ltd., by /s/ Barbara L. Burns, Vice President	12/18/2017
	/s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia	12/18/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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