Mark Whittenburg - Mar 3, 2023 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 3, 2023
Transactions value $
-$749,364
Form type
4
Date filed
3/7/2023, 05:02 PM
Previous filing
Feb 28, 2023
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 +31.2K +590.31% $0.00 36.5K Mar 3, 2023 Direct F1, F2, F3
transaction CNM Class A Common Stock Sale -$749K -31.2K -85.51% $24.02 5.29K Mar 3, 2023 Direct F3, F4, F5
holding CNM Class A Common Stock 60 Mar 3, 2023 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 -31.2K -5.56% $0.00 530K Mar 3, 2023 Class A Common Stock 31.2K By LLC F2, F7, F8
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 +31.2K $0.00 31.2K Mar 3, 2023 Class A Common Stock 31.2K Direct F2, F8
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -31.2K -100% $0.00* 0 Mar 3, 2023 Class A Common Stock 31.2K Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 3, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 31,204 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 March 3, 2023, 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"), 31,204 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 31,204 Paired Interests.
F3 Includes 5,286 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 January 12, 2023.
F5 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $24.00 to $24.06 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.