Jeffrey D. Giles - May 27, 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 27, 2022
Transactions value $: -$751,152
Form type: 4
Date filed: 6/1/2022, 05:55 PM
Previous filing: May 18, 2022
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNM	Class A Common Stock	Conversion of derivative security	$0	+30K	+723.59%	$0.00	34.1K	May 27, 2022	Direct	F1, F2, F3
transaction	CNM	Class A Common Stock	Sale	-$751K	-30K	-87.86%	$25.04	4.15K	May 27, 2022	Direct	F3, F4, F5
holding	CNM	Class A Common Stock						54	May 27, 2022	By LLC	F6

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	-30K	-6.74%	$0.00	415K	May 27, 2022	Class A Common Stock	30K		By LLC	F2, F7, F8
transaction	CNM	Class B Common Stock and Limited Partnership Interests	Other	$0	+30K		$0.00	30K	May 27, 2022	Class A Common Stock	30K		Direct	F2, F8
transaction	CNM	Class B Common Stock and Limited Partnership Interests	Conversion of derivative security	$0	-30K	-100%	$0.00^*	0	May 27, 2022	Class A Common Stock	30K		Direct	F1, F8

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

Explanation of Responses:

Id	Content
F1	On May 27, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 30,000 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 of the Issuer ("Class A common stock"), on a one-for-one basis.
F2	On May 27, 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"), 30,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 30,000 Paired Interests.
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	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.
F5	The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $25.00 to $25.18 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.
F6	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.
F7	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.
F8	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.