Key facts
- This page summarizes Mark R. Witkowski's Form 4 filing for Core & Main, Inc. (CNM).
- 5 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 17 Nov 2023, 17:16.
Mark R. Witkowski - 15 Nov 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)
- Reporting relationship
- Chief Financial Officer
- Issuer ticker
- CNM
- Reported as of
- 15 Nov 2023
- Net transaction value
- -$1,360,480
- SEC form
- 4
- Accepted by SEC
- 17 Nov 2023, 17:16:46 UTC
- Prior SEC filing
- 13 Nov 2023
- Next SEC filing
- 11 Mar 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Mark Whittenburg, as Attorney-in-Fact for Mark R. Witkowski
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Mark R. Witkowski filed Form 4 for Core & Main, Inc. (CNM) on 17 Nov 2023.
Change
- Previous filing in this sequence was filed on 13 Nov 2023.
- Current net transaction value: -$1,360,480.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
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
- +40,000
- Change %
- +208%
- Price
- $0.000000
- Shares after
- 59,221
- Date
- 15 Nov 2023
- Ownership
- Direct
- Footnotes
- F1, F2, F3
CNM
transaction
Class A Common Stock
Sale
- Transaction value
- $1,360,480
- Shares
- -40,000
- Change %
- -68%
- Price
- $34.01
- Shares after
- 19,221
- Date
- 15 Nov 2023
- Ownership
- Direct
- Footnotes
- F3, F4, F5
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
- -40,000
- Change %
- -4.2%
- Price
- $0.000000
- Shares after
- 916,250
- Date
- 15 Nov 2023
- Ownership
- By LLC
- Underlying class
- Class A Common Stock
- Underlying amount
- 40,000
- Exercise price
- Footnotes
- F2, F6, F7
CNM
transaction
Derivative
Class B Common Stock and Limited Partnership Interests
Other
- Transaction value
- $0
- Shares
- +40,000
- Change %
- Price
- $0.000000
- Shares after
- 40,000
- Date
- 15 Nov 2023
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 40,000
- Exercise price
- Footnotes
- F2, F7
CNM
transaction
Derivative
Class B Common Stock and Limited Partnership Interests
Conversion of derivative security
- Transaction value
- $0
- Shares
- -40,000
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 15 Nov 2023
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 40,000
- Exercise price
- Footnotes
- F1, F7
* 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 7 footnotes
Footnote F1
On November 15, 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.
Footnote F2
On November 15, 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.
Footnote F3
Includes 19,221 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 June 21, 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 $34.0000 to $34.0550 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
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 F7
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.