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Filing Details

Accession Number:: 0000895345-17-000103
Form Type:: 13G Filing
Publication Date:: 2017-02-14 17:03:24

Filed By:: Aea Investors Fund V Lp
Company:: Gms Inc. (NYSE:GMS)
Filing Date:: 2017-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
AEA Investors Fund V	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors	17,776,488	0	17,776,488	17,776,488	43.42%
AEA GMS Holdings	17,776,488	0	17,776,488	17,776,488	43.42%
AEA GMS Holdings GP	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors Participant Fund V	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors QP Participant Fund V	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors PF V	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors Fund V-A	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors Fund V-B	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Investors Partners V	17,776,488	0	17,776,488	17,776,488	43.42%
AEA Management (Cayman) Ltd	17,776,488	0	17,776,488	17,776,488	43.42%
John L. Garcia	17,776,488	0	17,776,488	17,776,488	43.42%
	253,950	0	253,950	253,950	0.62%
G. Michael Callahan, Jr	1,006,967	753,017	253,950	1,006,967	2.45%
Richard Alan Adams	439,239	439,239	0	439,239	1.07%
Peter C. Browning	17,141	17,141	0	17,141	0.04%
John J. Gavin	37,457	37,457	0	37,457	0.09%
Howard Douglas Goforth	244,630	244,630	0	244,630	0.60%
Ronald R. Ross	67,931	67,931	0	67,931	0.17%
Second Bite Investments	2,539,500	0	2,539,500	2,539,500	6.20%
Richard K. Mueller	2,539,500	0	2,539,500	2,539,500	6.20%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

GMS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36251C103

(CUSIP Number)

December 31, 2016

(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)

ý 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

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)(2)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (3)(4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)

Excludes (i) 3,798,105 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below) and (ii) 7,110,599 shares of common stock owned by other stockholders who have granted AEA GMS Holdings LP an irrevocable voting proxy with respect to such shares. See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

(4)	The percentage represented by the amount in Row (9), together with the aggregate 10,908,704 shares of common stock excluded from Row (9) as described in footnote (2), is 70.06%. See Items 4 and 8 below.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,776,488 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			17,776,488 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,776,488 (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)
	43.42% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			253,950 (1)(2)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			253,950 (1)(2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	253,950 (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)
	0.62% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.

(2)	Excludes 21,320,643 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			439,239 (1)(2)

		7	SOLE DISPOSITIVE POWER
			439,239 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	439,239 (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)
	1.07% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Includes 185,289 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 21,320,643 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			17,141 (1)(2)

		7	SOLE DISPOSITIVE POWER
			17,141 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,141 (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)
	0.04% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Includes 9,523 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 21,566,975 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			37,457 (1)(2)

		7	SOLE DISPOSITIVE POWER
			37,457 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,457 (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)
	0.09% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Includes 17,141 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 21,554,277 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			244,630 (1)(2)

		7	SOLE DISPOSITIVE POWER
			244,630 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	244,630 (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)
	0.60% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Includes 101,067 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 21,431,030 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			67,931 (1)(2)

		7	SOLE DISPOSITIVE POWER
			67,931 (1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,931 (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)
	0.17% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.

(2)	Includes 17,141 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 21,523,803 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			2,539,500 (1)(2)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,539,500 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,539,500 (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)
	6.20% (3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.

(2)	Excludes 19,035,093 shares of common stock owned by certain parties to the Stockholders Agreement (as defined in Item 8 below). See Items 4 and 8 below.

(3)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

CUSIP No. 36251C103

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			2,539,500 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,539,500 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,539,500 (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)
	6.20% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	Includes 2,539,500 shares of common stock held by Second Bite Investments, LLC. See Item 4 below.

(2)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

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 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)	Mr. John L. Garcia

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 have entered into a joint filing agreement, dated as of February 14, 2017, a copy of which is filed with this Schedule 13G as Exhibit 99.1, 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 Securities Act of 1934.

*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 Securities Exchange Act of 1934, as amended.

Item 2 (b). Address of Principal Business Office or, if none, Residence:

The address for each of:

AEA Investors Fund V LP

AEA Investors Fund V-A LP

AEA Investors Fund V-B 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

Mr. John L. Garcia

is c/o AEA Investors LP, 666 Fifth Avenue, 36^th 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 is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934.

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 the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of 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	17,776,488^(a)(c)	43.42%^(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)
2009 G. Michael Callahan, Jr. Family Trust	253,950^(e)	0.62%^(b)
G. Michael Callahan, Jr.	753,017^(e)(f)	1.83%^(g)
Richard Alan Adams	439,239^(e)(h)	1.07%^(g)
Peter C. Browning	17,141^(e)(i)	0.04%^(g)
John J. Gavin	37,457^(e)(j)	0.09%^(g)
Howard Douglas Goforth	244,630^(e)(k)	0.60%^(g)
Ronald R. Ross	67,931^(e)(l)	0.17%^(g)
Second Bite Investments, LLC	2,539,500^(e)	6.20%^(b)
Richard K. Mueller	0^(m)	0%^(b)

(a)	AEA GMS Holdings LP (“AEA GMS Holdings”), which is the holder of record of 17,776,488 shares of common stock, is a limited partnership whose general partner is AEA GMS Holdings GP LLC (“AEA GMS Holdings GP”). The members of AEA GMS Holdings GP are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V LP, (iv) AEA Investors Fund V-A LP and (v) AEA Investors Fund V-B LP (the entities named in clauses (i) through (v), 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 the Issuer’s common stock held of record by AEA GMS Holdings, but each disclaims beneficial ownership of such shares.

(b)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016.

(c)	Excludes (i) 3,798,105 shares of common stock held of record by the Management Holders (as defined in Item 8 below), and (ii) 7,110,599 shares of common stock owned by other stockholders who have granted AEA GMS Holdings LP an irrevocable voting proxy with respect to such shares and with respect to which certain of the AEA Reporting Persons may be deemed to have or share voting control. The AEA Reporting Persons disclaim beneficial ownership of the aggregate 10,908,704 shares of common stock described in the foregoing clauses (i) and (ii). See Item 8 below.

(d)	Mr. John L. Garcia is the chairman and chief executive officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd. Mr. Garcia may 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.

(e)	Excludes 17,776,448 shares of common stock held of record by AEA GMS Holdings and the shares of common stock held of record by each other Management Holder, and such Management Reporting Person disclaims beneficial ownership of such shares. See Item 8 below.

(f)	Includes 224,599 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016. Excludes 253,950 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.

(g)	Based on 40,942,905 shares of common stock outstanding as of December 31, 2016 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, 2016.

(h)	Includes 185,289 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016.

(i)	Includes 9,523 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016.

(j)	Includes 17,141 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016.

(k)	Includes 101,067 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016.

(l)	Includes 17,141 shares of common stock issuable upon exercise of options that have vested or will vest within 60 days after December 31, 2016.

(m)	Excludes 2,539,500 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:

Not applicable.

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:

Pursuant to that certain stockholders’ agreement, dated as of April 1, 2014 (as amended, the “Stockholders Agreement”) among GMS Inc. and certain stockholders of the Issuer, each of the Management Reporting Persons set forth in the table below (the “Management Holders”) has 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 own at least 10% of the Issuer’s outstanding common stock.

Management Holder	Shares of Common Stock Held of Record^(a)
2009 G. Michael Callahan, Jr. Family Trust	253,950
G. Michael Callahan, Jr.^(b)	528,418
Richard Alan Adams	253,950
Peter C. Browning	7,618
John J. Gavin	20,316
Howard Douglas Goforth	143,563
Ronald R. Ross	50,790
Second Bite Investments, LLC	2,539,500

(a)	Excludes any shares of common stock issuable upon exercise of options. See Item 4 above.

(b)	Excludes 253,950 shares of common stock held of record by the 2009 G. Michael Callahan, Jr. Family Trust. See Item 4 above.

The share ownership reported for the AEA Reporting Persons excludes the 3,798,105 shares of common stock held of record by the Management Holders with which the AEA Reporting Persons may be deemed to share beneficial ownership by virtue of the voting provisions of the Stockholders Agreement, however the AEA Reporting Persons disclaim beneficial ownership of such shares.

The share ownership of each of the Management Holders excludes the 17,776,488 shares of common stock held of record by AEA GMS Holdings and the shares of stock held of record by each other Management Holder to the extent any of such shares may be deemed beneficially owned by such Management Holder, and each Management Reporting Person disclaims beneficial ownership of such shares.

The aggregate number of shares of common stock that may be deemed beneficially owned collectively by the AEA Reporting Persons, based on available information and including the shares of common stock held of record by the Management Holders and the shares of common stock for which AEA GMS Holdings has been granted an irrevocable voting proxy, is approximately 28,685,192 shares of common stock, which represents approximately 70.06% of the outstanding common stock of the Issuer. The AEA Reporting Persons disclaim beneficial ownership of any shares of common stock held of record by the Management Holders or by any stockholder who has granted AEA GMS Holdings an irrevocable voting proxy.

Item 9. Notice of Dissolution of Group:

Not applicable.

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, 2017

	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
		Name: Barbara L. Burns
		Title: Vice President

	AEA INVESTORS LP

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA GMS HOLDINGS LP

	By:	AEA GMS Holdings GP LLC, its general partner

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA GMS HOLDINGS GP LLC

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA INVESTORS PARTICIPANT FUND V LP

	By:	AEA Investors PF V LLC, its general partner

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA INVESTORS QP PARTICIPANT FUND V LP

	By:	AEA Investors PF V LLC, its general partner

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA INVESTORS PF V LLC

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	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
		Name: Barbara L. Burns
		Title: Vice President

	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
		Name: Barbara L. Burns
		Title: Vice President

	AEA INVESTORS PARTNERS V LP

	By:	AEA Management (Cayman) Ltd., its general partner

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	AEA MANAGEMENT (CAYMAN) LTD.

	By:	/s/ Barbara L. Burns
		Name: Barbara L. Burns
		Title: Vice President

	JOHN L. GARCIA

	By:	/s/ Barbara L. Burns, attorney-in-fact
		Name: John L. Garcia

	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.

	By:	/s/ Craig D. Apolinsky, attorney-in-fact
		Name: G. Michael Callahan, Jr.

	RICHARD ALAN ADAMS

	By:	/s/ Craig D. Apolinsky, attorney-in-fact
		Name: Richard Alan Adams

	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	Joint Filing Agreement
99.2	Powers of Attorney