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Filing Details

Accession Number:: 0001209191-23-054049
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-01 19:10:51
Reporting Period:: 2023-10-30

Accepted Time:: 2023-11-01 19:10:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856525	Core & Main Inc.	CNM	Wholesale-Durable Goods, Nec (5099)	863149194

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1866541	G James Castellano	C/O Core &Amp; Main, Inc. 1830 Craig Park Court St. Louis MO 63146		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-10-30	2,610	$0.00	2,610	No	4	C	Indirect	By Trust
Class A Common Stock	Disposition	2023-10-30	2,610	$30.00	0	No	4	S	Indirect	By Trust
Class A Common Stock	Acquisiton	2023-10-31	9,890	$0.00	9,890	No	4	C	Indirect	By Trust
Class A Common Stock	Disposition	2023-10-31	9,890	$30.03	0	No	4	S	Indirect	By Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Trust
No	4	S	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	S	Indirect	By Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-10-30	2,610	$0.00	2,610	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Acquisiton	2023-10-30	2,610	$0.00	2,610	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-10-30	2,610	$0.00	2,610	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-10-31	9,890	$0.00	9,890	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Acquisiton	2023-10-31	9,890	$0.00	9,890	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-10-31	9,890	$0.00	9,890	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
228,510	No	5	J	Indirect
2,610	No	5	J	Indirect
0	No	4	C	Indirect
218,620	No	5	J	Indirect
9,890	No	5	J	Indirect
0	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	9,320	Direct

Footnotes

On October 30, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 2,610 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.
On October 30, 2023, 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"), 2,610 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 2,610 Paired Interests.
Represents securities held indirectly by the reporting person through the Trust.
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.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $30.0000 to $30.0100 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.
On October 31, 2023, pursuant to the terms of the Exchange Agreement, 9,890 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.
On October 31, 2023, pursuant to the terms of the LLC Agreement, 9,890 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 9,890 Paired Interests.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $30.0000 to $30.1050 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.
Includes 9,320 restricted stock units ("RSUs") granted to the reporting person as director compensation. 5,393 RSUs have vested as of the date of this Form 4. 3,927 RSUs will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2024 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.
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.
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.