| 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 | Gift | $0 | -233K | -91.28% | $0.00 | 22.3K | Oct 8, 2024 | Class A Common Stock | 233K | By LLC | F1, F2, F3 | |
| transaction | CNM | Class B Common Stock and Limited Partnership Interests | Gift | $0 | +233K | $0.00 | 233K | Oct 8, 2024 | Class A Common Stock | 233K | By Trust | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 232,928 Units (the "Transferred Units") transferred by the reporting person to a revocable trust for the benefit of the reporting person, his wife and descendants (the "Trust") on October 8, 2024 (the "Effective Date"). Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), such Transferred Units held by the Trust following the transaction being reported herein are redeemable at the discretion of the reporting person for shares of Class B Common Stock of the Issuer ("Class B Common Stock") and limited partnership interests of Core & Main Holdings, LP ("Limited Partnership Interests" and, together with Class B Common Stock, "Paired Interests"), on a one-for-one basis. |
| F2 | Pursuant to the terms of an exchange agreement dated as of July 22, 2021 (as amended, the "Exchange Agreement"), Paired Interests are exchangeable at the discretion of the reporting person for shares of Class A Common Stock of the Issuer ("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 shares of Class B Common Stock and Limited Partnership Interests have no expiration date. |
| F3 | On the Effective Date, the reporting person transferred and assigned the Transferred Units to the Trust. |