John R. Schaller - Jul 23, 2021 Form 3 Insider Report for Core & Main, Inc. (CNM)

Role
President, Waterworks
Signature
/s/ Mark Whittenburg, as Attorney-in-Fact for John R. Schaller
Stock symbol
CNM
Transactions as of
Jul 23, 2021
Transactions value $
$0
Form type
3
Date filed
7/23/2021, 09:22 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 553 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 950K By LLC F1, F2
* 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. 653,626 of the Common Units are currently vested; half of the remaining Common Units will vest on August 1, 2021; and the other half will vest on August 1, 2022.
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.

Remarks:

Exhibit List: Ex.24 - Power of Attorney