| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CNM | Class A Common Stock | Conversion of derivative security | $0 | +50K | $0.00 | 50K | Jan 16, 2024 | By Trust | F1, F2, F3 | |
| transaction | CNM | Class A Common Stock | Sale | -$2.05M | -50K | -100% | $40.99 | 0 | Jan 16, 2024 | By Trust | F3, F4, F5 |
| holding | CNM | Class A Common Stock | 15.9K | Jan 16, 2024 | Direct | F6 |
| 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 | -50K | -5.55% | $0.00 | 850K | Jan 16, 2024 | Class A Common Stock | 50K | By LLC | F2, F7, F8 | |
| transaction | CNM | Class B Common Stock and Limited Partnership Interests | Other | $0 | +50K | $0.00 | 50K | Jan 16, 2024 | Class A Common Stock | 50K | By Trust | F2, F3, F8 | ||
| transaction | CNM | Class B Common Stock and Limited Partnership Interests | Conversion of derivative security | $0 | -50K | -100% | $0.00* | 0 | Jan 16, 2024 | Class A Common Stock | 50K | By Trust | F1, F3, F8 |
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).
| Id | Content |
|---|---|
| F1 | On January 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 50,000 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 January 16, 2024, 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"), 50,000 vested common units ("Units") held indirectly by the reporting person through the Schaller Family GST Trust DTD 06/12/2020 (the "Trust") were redeemed at the discretion of the Trust for 50,000 Paired Interests. |
| F3 | Represents securities held indirectly by the reporting person through the Trust. |
| F4 | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on June 26, 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 $40.7900 to $41.2200 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 | Includes 15,903 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. |
| F7 | Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust 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. |