SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Perkins Thomas B

(Last)

(First)

(Middle)

395 OYSTER POINT BLVD., SUITE 415

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Core-Mark Holding Company, Inc. [ CORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of U.S. Divisions

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Coremark Common Stock	05/24/2006		M		1,327	A	$0	1,327	D
Coremark Common Stock	05/24/2006		M		1,015	A	$0	2,342	D
Coremark Common Stock	05/24/2006		S		2,342	D	$39.5346	0	D
Coremark Common Stock	05/25/2006		M		3,561	A	$0	3,561	D
Coremark Common Stock	05/25/2006		M		2,721	A	$0	6,282	D
Coremark Common Stock	05/25/2006		S		5,800	D	$39.04	482	D
Coremark Common Stock	05/25/2006		S		200	D	$38.79	282	D
Coremark Common Stock	05/25/2006		S		282	D	$38.78	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restriced Stock Units 04 LTIP	$0	05/24/2006		M			1,327	08/23/2005	08/23/2014	Coremark Common Stock	1,327	$0	9,673	D
Restricted Stock Units 05 LTIP	$0	05/24/2006		M			1,015⁽¹⁾	02/01/2006	02/08/2015	Coremark Common Stock	1,015	$0	7,953	D
Restriced Stock Units 04 LTIP	$0	05/25/2006		M			3,561	08/23/2005	08/23/2014	Coremark Common Stock	3,561	$0	6,112	D
Restricted Stock Units 05 LTIP	$0	05/25/2006		M			2,721⁽²⁾	02/01/2006	02/08/2015	Coremark Common Stock	2,721	$0	5,232	D

Explanation of Responses:

1. Represents grants under 2005 LTIP previously reported on Form 3 as a dollar value with the resulting shares to be determined under a pricing formula based on the average closing price of the company's common stock.

2. Represents grants under 2005 LTIP previously reported on Form 3 as a dollar value with the resulting shares to be determined under a pricing formula based on the average closing price of the company's common stock.

	James Wall, POA	10/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.