Stephen O. LeClair - Apr 13, 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role: Chief Executive Officer, Director
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair
Stock symbol: CNM
Transactions as of: Apr 13, 2023
Transactions value $: -$996,472
Form type: 4
Date filed: 4/17/2023, 08:54 PM
Previous filing: Mar 14, 2023
Next filing: May 17, 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	+40K	+54.28%	$0.00	114K	Apr 13, 2023	Direct	F1, F2, F3
transaction	CNM	Class A Common Stock	Sale	-$996K	-40K	-35.18%	$24.91	73.7K	Apr 13, 2023	Direct	F3, F4, F5
holding	CNM	Class A Common Stock						242	Apr 13, 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	Ownership	Footnotes
transaction	CNM	Class B Common Stock and Limited Partnership Interests	Other	$0	-40K	-1.7%	$0.00	2.31M	Apr 13, 2023	Class A Common Stock	40K	By LLC	F2, F7, F8
transaction	CNM	Class B Common Stock and Limited Partnership Interests	Other	$0	+40K		$0.00	40K	Apr 13, 2023	Class A Common Stock	40K	Direct	F2, F8
transaction	CNM	Class B Common Stock and Limited Partnership Interests	Conversion of derivative security	$0	-40K	-100%	$0.00^*	0	Apr 13, 2023	Class A Common Stock	40K	Direct	F1, F8

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	On April 13, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 40,000 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 April 13, 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"), 40,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 40,000 Paired Interests.
F3	Includes 73,692 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 unvested portion of the RSUs granted on March 11, 2022 vest in two equal installments on March 11, 2024 and March 11, 2025, subject to the reporting person remaining employed with the issuer through each vesting date. The RSUs granted on March 10, 2023 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.
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 13, 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 $24.7500 to $24.9150 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.