0000950170-24-015547.txt : 20240214
0000950170-24-015547.hdr.sgml : 20240214
20240214204145
ACCESSION NUMBER: 0000950170-24-015547
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240212
FILED AS OF DATE: 20240214
DATE AS OF CHANGE: 20240214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Giles Jeffrey D
CENTRAL INDEX KEY: 0001866555
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24641674
MAIL ADDRESS:
STREET 1: C/O CORE & MAIN, INC.
STREET 2: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
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
ownership.xml
4
X0508
4
2024-02-12
0001856525
Core & Main, Inc.
CNM
0001866555
Giles Jeffrey D
C/O CORE & MAIN, INC.,
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
false
true
false
false
VP, Corporate Department
true
Class A Common Stock
2024-02-12
4
C
false
40000
0.00
A
48217
D
Class A Common Stock
2024-02-12
4
S
false
40000
44.1426
D
8217
D
Class A Common Stock
2
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-02-12
5
J
false
40000
0.00
D
Class A Common Stock
40000
255187
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-02-12
5
J
false
40000
0.00
A
Class A Common Stock
40000
40000
D
Class B Common Stock and Limited Partnership Interests
2024-02-12
4
C
false
40000
0.00
D
Class A Common Stock
40000
0
D
On February 12, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 40,000 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 12, 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"), 40,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 40,000 Paired Interests.
Includes 8,217 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 terms of the associated Participant Restricted Stock Unit Agreement. 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 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 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 $43.6900 to $44.5100 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 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.
/s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles
2024-02-14