Jeffrey D. Giles - May 16, 2022 Form 4 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
May 16, 2022
Transactions value $
-$220,887
Form type
4
Date filed
5/18/2022, 05:04 PM
Previous filing
Mar 15, 2022
Next filing
Jun 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNM Class A Common Stock Other $0 -211 -79.62% $0.00 54 May 16, 2022 By LLC F1, F2
transaction CNM Class A Common Stock Other $0 +211 +5.09% $0.00 4.36K May 16, 2022 Direct F1, F3
transaction CNM Class A Common Stock Conversion of derivative security $0 +2.39K +54.83% $0.00 6.75K May 16, 2022 Direct F3, F4, F5
transaction CNM Class A Common Stock Sale -$57.5K -2.6K -38.54% $22.12 4.15K May 16, 2022 Direct F3, F6, F7
transaction CNM Class A Common Stock Conversion of derivative security $0 +7.4K +178.49% $0.00 11.5K May 17, 2022 Direct F3, F8, F9
transaction CNM Class A Common Stock Sale -$163K -7.4K -64.09% $22.08 4.15K May 17, 2022 Direct F3, F6, F10

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 Class B Common Stock and Limited Partnership Interests Other $0 -2.39K -0.53% $0.00 453K May 16, 2022 Class A Common Stock 2.39K By LLC F5, F11, F12
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 +2.39K $0.00 2.39K May 16, 2022 Class A Common Stock 2.39K Direct F5, F12
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -2.39K -100% $0.00* 0 May 16, 2022 Class A Common Stock 2.39K Direct F4, F12
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 -7.4K -1.64% $0.00 445K May 17, 2022 Class A Common Stock 7.4K By LLC F9, F11, F12
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 +7.4K $0.00 7.4K May 17, 2022 Class A Common Stock 7.4K Direct F9, F12
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -7.4K -100% $0.00* 0 May 17, 2022 Class A Common Stock 7.4K Direct F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 16, 2022, pursuant to the terms of the Third Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 211 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 211 shares of Class A common stock of the Issuer ("Class A common stock").
F2 Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis.
F3 Includes 4,146 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 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.
F4 On May 16, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 2,389 shares of Class B common stock of the Issuer ("Class B common stock") and limited partnership interests of Core & Main Holdings, LP (together, a "Paired Interest") were exchanged for shares of Class A common stock, on a one-for-one basis.
F5 On May 16, 2022, pursuant to the terms of the LLC Agreement, 2,389 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 2,389 Paired Interests.
F6 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 11, 2022.
F7 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $22.00 to $22.74 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
F8 On May 17, 2022, pursuant to the terms of the Exchange Agreement, 7,400 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.
F9 On May 17, 2022, pursuant to the terms of the LLC Agreement, 7,400 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for Paired Interests, on a one-for-one basis.
F10 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $22.00 to $22.26 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
F11 Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for Paired Interests, on a one-for-one basis.
F12 Pursuant to the terms of the Exchange Agreement, Paired Interests are exchangeable at the discretion of the reporting person for shares of 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 Class A common stock sold in such public offering or private sale, net of any underwriting discounts and commissions, for each limited partnership interest exchanged, subject to certain exceptions, conditions and adjustments). The Class B common stock and limited partnership interests have no expiration date.