Key facts
- This page summarizes LeClair Stephen O's Form 4 filing for Core & Main, Inc. (CNM).
- 10 reported transactions and 6 derivative rows are listed below.
- Accepted by SEC: 08 Jun 2023, 19:06.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Conversion of derivative security
Sale
Conversion of derivative security
Sale
No transaction description listed
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Other
Other
Conversion of derivative security
Other
Other
Conversion of derivative security
Additional SEC filing notes
Rule 10b5-1 trading plan
These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.
Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).
Footnote F1
On June 6, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 4,288 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.
Footnote F2
On June 6, 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"), 4,288 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 4,288 Paired Interests.
Footnote 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.
Footnote 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.
Footnote F5
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.7500 to $28.8000 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.
Footnote F6
On June 7, 2023, pursuant to the terms of the Exchange Agreement, 35,712 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.
Footnote F7
On June 7, 2023, pursuant to the terms of the LLC Agreement, 35,712 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 35,712 Paired Interests.
Footnote F8
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.7500 to $28.8400 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.
Footnote F9
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.
Footnote F10
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.
Footnote F11
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.