Mark Whittenburg - Mar 22, 2024 Form 4 Insider Report for Core & Main, Inc. (CNM)

Signature
/s/ Mark Whittenburg
Stock symbol
CNM
Transactions as of
Mar 22, 2024
Transactions value $
-$2,895,605
Form type
4
Date filed
3/26/2024, 05:21 PM
Previous filing
Mar 11, 2024
Next filing
Apr 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNM Class A Common Stock Other $0 -60 -100% $0.00* 0 Mar 22, 2024 By LLC F1, F2
transaction CNM Class A Common Stock Other $0 +60 +0.46% $0.00 13K Mar 22, 2024 Direct F1, F3
transaction CNM Class A Common Stock Conversion of derivative security $0 +49.9K +384.36% $0.00 62.9K Mar 22, 2024 Direct F3, F4, F5
transaction CNM Class A Common Stock Sale -$2.9M -50K -79.45% $57.91 12.9K Mar 22, 2024 Direct F3, F6, F7

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 -49.9K -10% $0.00 449K Mar 22, 2024 Class A Common Stock 49.9K By LLC F5, F8, F9
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 +49.9K $0.00 49.9K Mar 22, 2024 Class A Common Stock 49.9K Direct F5, F9
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -49.9K -100% $0.00* 0 Mar 22, 2024 Class A Common Stock 49.9K Direct F4, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 22, 2024, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 60 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 60 shares of Class A common stock of the Issuer ("Class A common stock").
F2 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.
F3 Includes 12,933 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 vests on March 11, 2025, subject to the terms of the associated Participant Restricted Stock Unit Agreement. The unvested portion of the RSUs granted on March 10, 2023 vests in two equal installments on March 10, 2025 and March 10, 2026, subject to the terms of the associated Participant Restricted Stock Unit Agreement. The unvested portion of the RSUs granted on March 7, 2024 vests in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027, subject to the terms of the associated Participant Restricted Stock Unit Agreement.
F4 On March 22, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 49,940 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, on a one-for-one basis.
F5 On March 22, 2024, pursuant to the terms of the LLC Agreement, 49,940 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 49,940 Paired Interests.
F6 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2023.
F7 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $57.3000 to $58.2400 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.
F8 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.
F9 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.