Filing Details

Accession Number:
0001856525-24-000099
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-07-17 16:18:28
Reporting Period:
2024-07-15
Accepted Time:
2024-07-17 16:18:28
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2024-07-15 12,500 $0.00 12,500 No 4 C Indirect By Trust
Class A Common Stock Disposition 2024-07-15 12,500 $52.22 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
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 2024-07-15 12,500 $0.00 12,500 $0.00
Class A Common Stock Class B Common Stock and Limited Partnership Interests Acquisiton 2024-07-15 12,500 $0.00 12,500 $0.00
Class A Common Stock Class B Common Stock and Limited Partnership Interests Disposition 2024-07-15 12,500 $0.00 12,500 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
193,620 No 5 J Indirect
12,500 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 11,769 Direct
Footnotes
  1. On July 15, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 12,500 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.
  2. On July 15, 2024, 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"), 12,500 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 12,500 Paired Interests.
  3. Represents securities held indirectly by the reporting person through the Trust.
  4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on March 28, 2024.
  5. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $52.0000 to $52.3500 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.
  6. Includes 11,769 restricted stock units ("RSUs") granted to the reporting person as director compensation. 9,320 RSUs have vested as of the date of this Form 4. 2,449 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 shareholders to be held in 2025 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.
  7. 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.
  8. 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.