LeClair Stephen O - 06 Jun 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
08 Jun 2023, 19:06:01 UTC
Prior SEC filing
17 May 2023
Next SEC filing
16 Jan 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair

Key filing fact

LeClair Stephen O filed Form 4 for Core & Main, Inc. (CNM) on 08 Jun 2023.

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.

Change

  • Previous filing in this sequence was filed on 17 May 2023.
  • Current net transaction value: -$1,150,912.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CNM transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+4,288
Change %
+5.8%
Price
$0.000000
Shares after
77,980
Date
06 Jun 2023
Ownership
Direct
Footnotes
F1, F2, F3
CNM transaction

Class A Common Stock

Sale

Transaction value
$123,313
Shares
-4,288
Change %
-5.5%
Price
$28.76
Shares after
73,692
Date
06 Jun 2023
Ownership
Direct
Footnotes
F3, F4, F5
CNM transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+35,712
Change %
+48%
Price
$0.000000
Shares after
109,404
Date
07 Jun 2023
Ownership
Direct
Footnotes
F3, F6, F7
CNM transaction

Class A Common Stock

Sale

Transaction value
$1,027,599
Shares
-35,712
Change %
-33%
Price
$28.77
Shares after
73,692
Date
07 Jun 2023
Ownership
Direct
Footnotes
F3, F4, F8
CNM holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
242
Date
06 Jun 2023
Ownership
By LLC
Footnotes
F9

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value
$0
Shares
-4,288
Change %
-0.19%
Price
$0.000000
Shares after
2,308,415
Date
06 Jun 2023
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
4,288
Exercise price
Footnotes
F2, F10, F11
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value
$0
Shares
+4,288
Change %
Price
$0.000000
Shares after
4,288
Date
06 Jun 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
4,288
Exercise price
Footnotes
F2, F11
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Conversion of derivative security

Transaction value
$0
Shares
-4,288
Change %
-100%
Price
$0.000000*
Shares after
0
Date
06 Jun 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
4,288
Exercise price
Footnotes
F1, F11
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value
$0
Shares
-35,712
Change %
-1.5%
Price
$0.000000
Shares after
2,272,703
Date
07 Jun 2023
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
35,712
Exercise price
Footnotes
F7, F10, F11
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value
$0
Shares
+35,712
Change %
Price
$0.000000
Shares after
35,712
Date
07 Jun 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
35,712
Exercise price
Footnotes
F7, F11
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Conversion of derivative security

Transaction value
$0
Shares
-35,712
Change %
-100%
Price
$0.000000*
Shares after
0
Date
07 Jun 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
35,712
Exercise price
Footnotes
F6, F11
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

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).

Explanation of responses 11 footnotes

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.

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