Kathleen M. Mazzarella - 29 Jan 2023 Form 5 Insider Report for Core & Main, Inc. (CNM)

Role: Director
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Kathleen M. Mazzarella
Issuer symbol: CNM
Transactions as of: 29 Jan 2023
Net transactions value: $0
Form type: 5
Filing time: 15 Mar 2023, 17:16:51 UTC
Previous filing: 17 Jan 2023
Next filing: 28 Apr 2023
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	+5,393		$0.000000	5,393	19 Jul 2022	Direct	F1
holding	CNM	Class A Common Stock						82	29 Jan 2023	By LLC	F2

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.
F2	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.

Content

Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

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.