Filing Details
- Accession Number:
- 0001856525-24-000009
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-02-21 17:44:18
- Reporting Period:
- 2024-02-16
- Accepted Time:
- 2024-02-21 17:44:18
- 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 |
---|---|---|---|---|---|---|---|
1867452 | T Orvin Kimbrough | C/O Core &Amp; Main, Inc. 1830 Craig Park Court St. Louis MO 63146 | Yes | No | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Acquisiton | 2024-02-16 | 187 | $0.00 | 9,507 | No | 4 | C | Direct | |
Class A Common Stock | Disposition | 2024-02-16 | 187 | $45.00 | 9,320 | No | 4 | S | Direct | |
Class A Common Stock | Acquisiton | 2024-02-21 | 313 | $0.00 | 9,633 | No | 4 | C | Direct | |
Class A Common Stock | Disposition | 2024-02-21 | 313 | $45.00 | 9,320 | No | 4 | S | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | C | Direct | |
No | 4 | S | Direct | |
No | 4 | C | Direct | |
No | 4 | S | Direct |
Reported Derivative Transactions
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 | 2024-02-16 | 187 | $0.00 | 187 | $0.00 |
Class A Common Stock | Class B Common Stock and Limited Partnership Interests | Acquisiton | 2024-02-16 | 187 | $0.00 | 187 | $0.00 |
Class A Common Stock | Class B Common Stock and Limited Partnership Interests | Disposition | 2024-02-16 | 187 | $0.00 | 187 | $0.00 |
Class A Common Stock | Class B Common Stock and Limited Partnership Interests | Disposition | 2024-02-21 | 313 | $0.00 | 313 | $0.00 |
Class A Common Stock | Class B Common Stock and Limited Partnership Interests | Acquisiton | 2024-02-21 | 313 | $0.00 | 313 | $0.00 |
Class A Common Stock | Class B Common Stock and Limited Partnership Interests | Disposition | 2024-02-21 | 313 | $0.00 | 313 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
63,517 | No | 5 | J | Indirect | ||
187 | No | 5 | J | Direct | ||
0 | No | 4 | C | Direct | ||
63,204 | No | 5 | J | Indirect | ||
313 | No | 5 | J | Direct | ||
0 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class A Common Stock | 8 | Indirect | By LLC |
Footnotes
- On February 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 187 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 February 16, 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"), 187 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 187 Paired Interests.
- Includes 9,320 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 June 28, 2023 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 terms of the associated Participant Restricted Stock Unit Agreement.
- The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 13, 2023.
- The price reported represents the sale price per share of shares of Class A common stock sold in multiple transactions.
- On February 21, 2024, pursuant to the terms of the Exchange Agreement, 313 Paired Interests and were exchanged for shares of Class A common stock, on a one-for-one basis.
- On February 21, 2024, pursuant to the LLC Agreement, 313 Units held directly by the reporting person were redeemed at the discretion of the reporting person for 313 Paired Interests.
- 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.
- 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.
- 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.