0001209191-24-001676.txt : 20240116
0001209191-24-001676.hdr.sgml : 20240116
20240116193059
ACCESSION NUMBER: 0001209191-24-001676
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240111
FILED AS OF DATE: 20240116
DATE AS OF CHANGE: 20240116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LeClair Stephen O
CENTRAL INDEX KEY: 0001659312
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24536477
MAIL ADDRESS:
STREET 1: 3100 CUMBERLAND BLVD
STREET 2: SUITE 1700
CITY: ATLANTA
STATE: GA
ZIP: 30339
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Core & Main, Inc.
CENTRAL INDEX KEY: 0001856525
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 863149194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
BUSINESS PHONE: 314-432-4700
MAIL ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2024-01-11
0
0001856525
Core & Main, Inc.
CNM
0001659312
LeClair Stephen O
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
1
1
0
0
Chief Executive Officer
1
Class A Common Stock
2024-01-11
5
J
0
E
242
0.00
D
0
I
By LLC
Class A Common Stock
2024-01-11
5
J
0
E
242
0.00
A
73934
D
Class A Common Stock
2024-01-11
4
C
0
149758
0.00
A
223692
D
Class A Common Stock
2024-01-11
4
S
0
150000
40.6568
D
73692
D
Class B Common Stock and Limited Partnership Interests
2024-01-11
5
J
0
E
149758
0.00
D
Class A Common Stock
149758
2122945
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-01-11
5
J
0
E
149758
0.00
A
Class A Common Stock
149758
149758
D
Class B Common Stock and Limited Partnership Interests
2024-01-11
4
C
0
149758
0.00
D
Class A Common Stock
149758
0
D
On January 11, 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"), 242 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 242 shares of Class A common stock of the Issuer ("Class A common stock").
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.
Includes 73,692 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 March 11, 2022 vest in two equal installments on March 11, 2024 and March 11, 2025, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 10, 2023 vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date.
On January 11, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 149,758 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 January 11, 2024, pursuant to the terms of the LLC Agreement, 149,758 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 149,758 Paired Interests.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2023.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $40.2500 to $41.1100 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.
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.
/s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair
2024-01-16