| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/01/2022 | M | 11,415 | A | $0(1) | 59,020(2) | D | |||
| Common Stock | 08/01/2022 | F | 5,149 | D | $53.82 | 53,871 | D | |||
| Common Stock | 08/01/2022 | M | 16,361 | A | $0(1) | 70,232 | D | |||
| Common Stock | 08/01/2022 | F | 7,379 | D | $53.82 | 62,853 | D | |||
| Common Stock | 08/01/2022 | M | 10,177 | A | $0(1) | 73,030 | D | |||
| Common Stock | 08/01/2022 | F | 4,590 | D | $53.82 | 68,440 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 08/01/2022 | M | 11,415 | (3) | (3) | Common Stock | 11,415 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 08/01/2022 | M | 16,361 | (4) | (4) | Common Stock | 16,361 | $0 | 16,361 | D | ||||
| Restricted Stock Units | (1) | 08/01/2022 | M | 10,177 | (5) | (5) | Common Stock | 10,177 | $0 | 20,354 | D | ||||
| Restricted Stock Units | (6) | 08/01/2022 | A | 28,799 | (7) | (7) | Common Stock | 28,799 | $0 | 28,799 | D | ||||
| Stock Option (Right to Buy) | $53.82 | 08/01/2022 | A | 61,192 | (8) | 08/01/2032 | Common Stock | 61,192 | $0 | 61,192 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units vested and converted into common stock on a one-for-one basis. |
| 2. Includes 417 shares acquired by the Reporting Person on June 30, 2022 pursuant to the GMS Inc. Employee Stock Purchase Plan. |
| 3. On August 1, 2019, the reporting person was granted 34,246 restricted stock units that vested in three equal annual installments beginning on the first anniversary of the grant date. |
| 4. On August 1, 2020, the reporting person was granted 49,082 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. |
| 5. On August 1, 2021, the reporting person was granted 30,531 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. |
| 6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| 7. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units are scheduled to vest in equal installments on each of August 1, 2023, August 1, 2024 and August 1, 2025 and will be settled, with respect to vested restricted stock units, in shares of the issuer's common stock no later than 30 days after each applicable vesting date. |
| 8. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these options are scheduled to vest in equal installments on each of August 1, 2023, August 1, 2024 and August 1, 2025. |
| Remarks: |
| /s/ Craig D. Apolinsky, Attorney-in-Fact for John C. Turner, Jr. | 08/03/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||