John W. Stephens - 02 Apr 2025 Form 4 Insider Report for Core & Main, Inc. (CNM)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
04 Apr 2025, 16:28:51 UTC
Prior SEC filing
17 Mar 2025
Next SEC filing
30 Apr 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens

Key filing fact

John W. Stephens filed Form 4 for Core & Main, Inc. (CNM) on 04 Apr 2025.

Key facts

  • This page summarizes John W. Stephens's Form 4 filing for Core & Main, Inc. (CNM).
  • 6 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 04 Apr 2025, 16:28.

Change

  • Previous filing in this sequence was filed on 17 Mar 2025.
  • Current net transaction value: -$2,118,460.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

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
+41,963
Change %
+1019%
Price
$0.000000
Shares after
46,083
Date
02 Apr 2025
Ownership
Direct
Footnotes
F1, F2
CNM transaction

Class A Common Stock

Sale

Transaction value
$2,118,460
Shares
-41,963
Change %
-91%
Price
$50.48
Shares after
4,120
Date
02 Apr 2025
Ownership
Direct
Footnotes
F3, F4

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
-41,963
Change %
-25%
Price
$0.000000
Shares after
126,049
Date
02 Apr 2025
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
41,963
Exercise price
Footnotes
F2, F5, F6
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value
$0
Shares
+41,963
Change %
Price
$0.000000
Shares after
41,963
Date
02 Apr 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
41,963
Exercise price
Footnotes
F2, F5
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Conversion of derivative security

Transaction value
$0
Shares
-41,963
Change %
-100%
Price
$0.000000
Shares after
0
Date
02 Apr 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
41,963
Exercise price
Footnotes
F1, F5
CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Tax liability

Transaction value
$0
Shares
-4,085
Change %
-3.2%
Price
$0.000000
Shares after
121,964
Date
02 Apr 2025
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
4,085
Exercise price
Footnotes
F5, F6, 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 April 2, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 41,963 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 April 2, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests.

Footnote F3

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2024.

Footnote F4

The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.0000 to $50.8900 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 F5

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.

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

Represents Units withheld by the Issuer for distributions in excess of reporting person's pro rata share pursuant to the terms of the Exchange Agreement.

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