Mark Whittenburg - Mar 11, 2022 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role: General Counsel and Secretary
Signature: /s/ Mark Whittenburg
Stock symbol: CNM
Transactions as of: Mar 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/15/2022, 04:22 PM
Previous filing: Jul 23, 2021
Next filing: Aug 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNM	Class A Common Stock	Award	$0	+5.29K		$0.00	5.29K	Mar 11, 2022	Direct	F1
holding	CNM	Class A Common Stock						363	Mar 11, 2022	By LLC	F2

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
transaction	CNM	Options (Rights to Buy)	Award	$0	+38.6K		$0.00	38.6K	Mar 11, 2022	Class A Common Stock	38.6K	$20.81	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the issuer through each vesting date.
F2	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").
F3	The options vest in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the issuer through each vesting date.