Mark Whittenburg - Apr 13, 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)

Signature
/s/ Mark Whittenburg
Stock symbol
CNM
Transactions as of
Apr 13, 2023
Transactions value $
-$781,832
Form type
4
Date filed
4/17/2023, 08:55 PM
Previous filing
Mar 14, 2023
Next filing
Mar 11, 2024

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 +296.84% $0.00 41.7K Apr 13, 2023 Direct F1, F2, F3
transaction CNM Class A Common Stock Sale -$782K -31.2K -74.8% $25.06 10.5K Apr 13, 2023 Direct F3, F4, F5
holding CNM Class A Common Stock 60 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 Exercise Price Ownership Footnotes
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 -31.2K -5.88% $0.00 499K Apr 13, 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 Apr 13, 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 Apr 13, 2023 Class A Common Stock 31.2K 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"), 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 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"), 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 10,512 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 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 $25.0000 to $25.1150 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.