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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GMS Inc | NYSE:GMS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 94.72 | 0 | 09:05:28 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
GMS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36251C103
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 Names of reporting persons. Coliseum Capital Management, LLC Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) AF Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization Delaware Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 6,131,573 Sole dispositive power 0 Shared dispositive power 6,131,573 Aggregate amount beneficially owned by each reporting person 6,131,573 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 14.38% Type of reporting person
(see instructions) IA Page 2 of 9
CUSIP No. 36251C103 Names of reporting persons. Coliseum Capital, LLC Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) AF Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization Delaware Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 4,902,667 Sole dispositive power 0 Shared dispositive power 4,902,667 Aggregate amount beneficially owned by each reporting person 4,902,667 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 11.5% Type of reporting person
(see instructions) OO Page 3 of 9
CUSIP No. 36251C103 Names of reporting persons. Coliseum Capital Partners, L.P. Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) WC Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization Delaware Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 4,123,298 Sole dispositive power 0 Shared dispositive power 4,123,298 Aggregate amount beneficially owned by each reporting person 4,123,298 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 9.7% Type of reporting person
(see instructions) PN Page 4 of 9
CUSIP No. 36251C103 Names of reporting persons. Coliseum Capital Co-Invest III, L.P. Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) WC Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization Delaware Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 779,369 Sole dispositive power 0 Shared dispositive power 779,369 Aggregate amount beneficially owned by each reporting person 779,369 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 1.8% Type of reporting person
(see instructions) PN Page 5 of 9
CUSIP No. 36251C103 Names of reporting persons. Adam Gray Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) AF Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization United
States Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 6,131,573 Sole dispositive power 0 Shared dispositive power 6,131,573 Aggregate amount beneficially owned by each reporting person 6,131,573 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 14.38% Type of reporting person
(see instructions) IN Page 6 of 9
CUSIP No. 36251C103 Names of reporting persons. Christopher Shackelton Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒ SEC use only Source of funds (see
instructions) AF Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Citizenship or place of
organization United
States Number of shares beneficially owned by each reporting person with Sole voting power 0 Shared voting power 6,131,573 Sole dispositive power 0 Shared dispositive power 6,131,573 Aggregate amount beneficially owned by each reporting person 6,131,573 Check if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐ Percent of class
represented by amount in Row (11) 14.38% Type of reporting person
(see instructions) IN Page 7 of 9
CUSIP No. 36251C103 Explanatory Note: This Amendment No. 6 (this Amendment) to the Schedule 13D
(the Initial 13D) relating to GMS Inc. (the Issuer), filed by the Reporting Persons with the Securities and Exchange Commission on November 9, 2020, as amended and supplemented by Amendment No. 1 to
the Initial 13D filed on November 18, 2020, Amendment No. 2 to the Initial 13D filed on December 28, 2020, Amendment No. 3 to the Initial 13D filed on March 3, 2021, Amendment No. 4 to the Initial 13D filed on
June 29, 2021, and Amendment No.5 to the Initial 13D filed on March 24, 2022 (the Last Amendment), amends and supplements certain of the items set forth therein. As used in this Amendment, the term Reporting Persons collectively refers to: Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);
Coliseum Capital, LLC, a Delaware limited liability company (CC); Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership
(CCC III); Adam Gray (Gray); and Christopher Shackelton (Shackelton). Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby supplemented as follows: Since the filing of
the Last Amendment, the source and amount of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows: Purchaser CCP Separate Account CCC III Item 5. Interest in Securities of the Issuer. Paragraphs (a)-(c) of Item 5 are hereby amended and supplemented as follows: (a) (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the
cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 of all the cover pages filed herewith are calculated based upon 42,646,902 shares of Common Stock outstanding as of May 31, 2022, as reported in the
Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 23, 2022. The Reporting Persons effected the following transactions in the Common Stock on the dates indicated and such
transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty (60) days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less.
Purchase or Sale CCP Open Market Purchase CCP Open Market Purchase CCP Open Market Purchase
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.
/s/ Chivonne Cassar /s/ Chivonne Cassar /s/ Chivonne Cassar /s/ Chivonne Cassar /s/ Chivonne Cassar /s/ Chivonne Cassar
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Source of Funds
Amount
Working Capital
$
23,544,411.62
Working Capital
$
2,784,796.74
Working Capital
$
514,969.00
(c)
Name
Date
Number
of Shares
Weighted
Average
Price Per
Share
Range of Prices
06/22/2022
23,741
$
37.76
$
37.56-$38.00
06/22/2022
70,156
$
39.05
$
38.90-$39.36
06/23/2022
100,000
$
39.82
$
39.33-$40.00
DATED: June 24, 2022
COLISEUM CAPITAL MANAGEMENT, LLC
CHRISTOPHER SHACKELTON
By:
By:
Chivonne Cassar, Attorney-in-fact
Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL, LLC
ADAM GRAY
By:
By:
Chivonne Cassar, Attorney-in-fact
Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.
By: Coliseum Capital, LLC, General Partner
By:
Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL CO-INVEST III, L.P.
By: Coliseum Capital, LLC, General Partner
By:
Chivonne Cassar, Attorney-in-fact
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