Jeffrey D. Giles - Jul 23, 2021 Form 3 Insider Report for Core & Main, Inc. (CNM)

Role: VP, Corporate Department
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles
Stock symbol: CNM
Transactions as of: Jul 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/23/2021, 09:13 PM
Next filing: Mar 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CNM	Class A Common Stock						265	Jul 23, 2021	By LLC	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CNM	Class B Common Stock and Limited Partnership Interests							Jul 23, 2021	Class A Common Stock	455K		By LLC	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units of Management Feeder (the "Common Units") held by the reporting person. Pursuant to the terms of the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), vested Common Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class B common stock of the Issuer and limited partnership interests of Core & Main Holdings, LP, on a one-for-one basis (together, a "Paired Interest"). Upon a redemption of Common Units, the reporting person will also receive a distribution of the Class A common stock allocated to those Common Units.
F2	Pursuant to the terms of the Exchange Agreement, dated as of July 22, 2021 (the "Exchange Agreement"), Paired Interests are exchangeable at the discretion of the reporting person for shares of the Issuer's Class A common stock on a one-for-one basis or, at the election of a majority of the disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sale (based on the price of the Issuer's Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions, for each partnership interest exchanged, subject to certain exceptions, condition and adjustments. The Class B common stock and limited partnership interests have no expiration date.
F3	280,068 of the Common Units that are redeemable upon vesting for the Class B common stock and limited partnership interests reported in this Table II are currently vested; the unvested Common Units will vest on the following dates: 82,426 on each of March 8, 2022 and on March 8, 2023, and 3,334 on each of June 25, 2022, June 25, 2023 and June 25, 2024.

Remarks:

Exhibit List: Ex.24 - Power of Attorney