John R. Schaller - 13 Mar 2023 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role
Executive Vice President
Signature
/s/ Mark Whittenburg, as Attorney-in-Fact for John R. Schaller
Issuer symbol
CNM
Transactions as of
13 Mar 2023
Net transactions value
-$1,839,466
Form type
4
Filing time
14 Jan 2025, 19:17:10 UTC
Previous filing
14 Mar 2023
Next filing
17 Jul 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNM Class A Common Stock Tax liability $12,484 -582 -3% $21.45 19,065 13 Mar 2023 Direct F1, F2
transaction CNM Class A Common Stock Tax liability $28,250 -585 -3.1% $48.29 18,480 11 Mar 2024 Direct F1, F2
transaction CNM Class A Common Stock Tax liability $28,105 -582 -3.1% $48.29 17,898 11 Mar 2024 Direct F1, F2
transaction CNM Class A Common Stock Options Exercise $802,933 +38,584 +216% $20.81 56,482 10 Jan 2025 Direct F2
transaction CNM Class A Common Stock Sale $1,920,604 -37,984 -67% $50.56 18,498 10 Jan 2025 Direct F2, F3, F4
transaction CNM Class A Common Stock Sale $30,847 -600 -3.2% $51.41 17,898 10 Jan 2025 Direct F2, F3, F5
transaction CNM Class A Common Stock Options Exercise $483,501 +21,868 +122% $22.11 39,766 10 Jan 2025 Direct F2
transaction CNM Class A Common Stock Sale $1,105,611 -21,868 -55% $50.56 17,898 10 Jan 2025 Direct F2, F3, F4

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 Options (Rights to Buy) Options Exercise $0 -38,584 -67% $0.000000 19,292 10 Jan 2025 Class A Common Stock 38,584 $20.81 Direct F6
transaction CNM Options (Rights to Buy) Options Exercise $0 -21,868 -33% $0.000000 43,736 10 Jan 2025 Class A Common Stock 21,868 $22.11 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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).

Explanation of Responses:

Id Content
F1 Represents prior share forfeitures to the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person.
F2 Of the 19,647 RSUs originally granted an aggregate of 1,749 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 6,195 shares of Class A common stock have vested with 11,703 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
F3 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2024.
F4 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.1600 to $51.0300 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.
F5 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $51.4050 to $51.4450 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 The options vest in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the issuer through each vesting date.
F7 The options 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.