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Filing Details

Accession Number:: 0001856525-24-000101
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-07-18 16:53:02
Reporting Period:: 2024-07-16

Accepted Time:: 2024-07-18 16:53:02
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
1866536	G Dennis Gipson	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	Disposition	2024-07-16	143	$0.00	0	No	5	J	Indirect	By LLC
Class A Common Stock	Acquisiton	2024-07-16	143	$0.00	143	No	5	J	Indirect	By Trust
Class A Common Stock	Acquisiton	2024-07-16	24,857	$0.00	25,000	No	4	C	Indirect	By Trust
Class A Common Stock	Disposition	2024-07-16	25,000	$53.08	0	No	4	S	Indirect	By Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	J	Indirect	By LLC
No	5	J	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	2024-07-16	24,857	$0.00	24,857	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Acquisiton	2024-07-16	24,857	$0.00	24,857	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2024-07-16	24,857	$0.00	24,857	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
219,601	No	5	J	Indirect
24,857	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

On July 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 February 13, 2024 (as amended, the "LLC Agreement"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock").
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 shares of Class A common stock, on a one-for-one basis.
Represents securities held indirectly by the reporting person through the Trust.
On July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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, on a one-for-one basis.
On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on April 1, 2024.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.3700 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 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.
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 Issuers 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.