4//SEC Filing
Turner John C JR 4
Accession 0001628280-25-041771
CIK 0001600438other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:11 PM ET
Size
22.8 KB
Accession
0001628280-25-041771
Insider Transaction Report
Form 4
GMS Inc.GMS
Turner John C JR
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-09-04−12,595→ 0 total→ Common Stock (12,595 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−43,893→ 0 totalExercise: $92.63→ Common Stock (43,893 underlying) - Disposition to Issuer
Common Stock
2025-09-04$110.00/sh−80,116$8,812,760→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-09-04−37,178→ 0 total→ Common Stock (37,178 underlying) - Disposition to Issuer
Restricted Stock Units
2025-09-04−7,353→ 0 total→ Common Stock (7,353 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−74,110→ 0 totalExercise: $49.13→ Common Stock (74,110 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−88,417→ 0 totalExercise: $23.43→ Common Stock (88,417 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−61,192→ 0 totalExercise: $53.82→ Common Stock (61,192 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−49,491→ 0 totalExercise: $74.80→ Common Stock (49,491 underlying)
Footnotes (6)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger dated June 29, 2025 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Gold Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub") and GMS Inc. (the "Issuer"), on September 4, 2025, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger").
- [F2]Represents shares of Issuer common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the Merger, were cancelled and converted into the right to receive $110.00 per share in cash.
- [F3]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F4]Immediately prior to the effective time of the Merger, each outstanding Issuer restricted stock unit, other than a Rollover RSU (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.
- [F5]Immediately prior to the effective time of the Merger, each Rollover RSU was assumed by Parent and converted into a restricted stock unit with respect to shares of Parent common stock, in an amount equal the product of (i) the number of shares of Issuer common stock underlying such Rollover RSU and (ii) a fraction (x) the numerator of which is $110.00 and (y) the denominator of which is the Parent Share Price (as defined in the Merger Agreement), rounded down to the nearest whole share.
- [F6]Immediately prior to the effective time of the merger, each outstanding Issuer stock option, whether vested or unvested, was cancelled and converted into the right to receive $110.00 less the applicable exercise price per Share in cash less applicable tax withholding.
Documents
Issuer
GMS Inc.
CIK 0001600438
Entity typeother
Related Parties
1- filerCIK 0001537273
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:11 PM ET
- Size
- 22.8 KB