Mark R. Witkowski - 10 Mar 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role: Chief Financial Officer
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Mark R. Witkowski
Issuer symbol: CNM
Transactions as of: 10 Mar 2023
Transactions value $: $0
Form type: 4
Date filed: 14 Mar 2023, 19:31
Previous filing: 15 Mar 2022
Next filing: 17 Jan 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNM	Class A Common Stock	Award	$0	+9.67K	+101.22%	$0.00	19.2K	10 Mar 2023	Direct	F1, F2
holding	CNM	Class A Common Stock						603	10 Mar 2023	By LLC	F3

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	+79.6K		$0.00	79.6K	10 Mar 2023	Class A Common Stock	79.6K	$22.11	Direct	F4

* 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 of the Issuer ("Class A common stock"). The RSUs vest in three equal annual installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date.
F2	Includes RSUs previously granted to the reporting person.
F3	Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder directly held by the reporting person. Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021, 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.
F4	The options vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date.