Mark G. Whittenburg - 23 Jul 2021 Form 3 Insider Report for Core & Main, Inc. (CNM)

Role: General Counsel and Secretary
Signature: /s/ Mark Whittenburg
Issuer symbol: CNM
Transactions as of: 23 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 23 Jul 2021, 21:24:42 UTC
Next filing: 15 Mar 2022
SEC: View on sec.gov

Quoteable Key Fact

"Mark G. Whittenburg filed Form 3 for Core & Main, Inc. (CNM) on 23 Jul 2021."

Quick Takeaways

This page summarizes Mark G. Whittenburg's Form 3 filing for Core & Main, Inc. (CNM).
0 reported transactions and 1 derivative row are listed below.
Filing timestamp: 23 Jul 2021, 21:24.

What Changed

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Why This Matters

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Official SEC Source

Ownership activity is grounded in SEC Form 3 disclosures.

See Original Filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CNM	Class A Common Stock						363	23 Jul 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							23 Jul 2021	Class A Common Stock	623,717		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. 415,946 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.

Content

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. 415,946 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.

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