0001209191-23-050699.txt : 20230927 0001209191-23-050699.hdr.sgml : 20230927 20230927210234 ACCESSION NUMBER: 0001209191-23-050699 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230925 FILED AS OF DATE: 20230927 DATE AS OF CHANGE: 20230927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Witkowski Mark R CENTRAL INDEX KEY: 0001866738 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231285925 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] 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 2023-09-25 0 0001856525 Core & Main, Inc. CNM 0001866738 Witkowski Mark R C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 0 1 0 0 Chief Financial Officer 1 Class A Common Stock 2023-09-25 5 J 0 E 603 0.00 D 0 I By LLC Class A Common Stock 2023-09-25 5 J 0 E 603 0.00 A 19824 D Class A Common Stock 2023-09-25 4 C 0 39397 0.00 A 59221 D Class A Common Stock 2023-09-25 4 S 0 40000 28.4435 D 19221 D Class B Common Stock and Limited Partnership Interests 2023-09-25 5 J 0 E 39397 0.00 D Class A Common Stock 39397 996250 I By LLC Class B Common Stock and Limited Partnership Interests 2023-09-25 5 J 0 E 39397 0.00 A Class A Common Stock 39397 39397 D Class B Common Stock and Limited Partnership Interests 2023-09-25 4 C 0 39397 0.00 D Class A Common Stock 39397 0 D On September 25, 2023, 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"), 603 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 603 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 19,221 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 September 25, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 39,397 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 September 25, 2023, pursuant to the terms of the LLC Agreement, 39,397 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 39,397 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 June 21, 2023. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.3000 to $28.7400 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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 Mark R. Witkowski 2023-09-27