0001856525-24-000011.txt : 20240226
0001856525-24-000011.hdr.sgml : 20240226
20240226172203
ACCESSION NUMBER: 0001856525-24-000011
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240222
FILED AS OF DATE: 20240226
DATE AS OF CHANGE: 20240226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kimbrough Orvin T
CENTRAL INDEX KEY: 0001867452
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24680264
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
wk-form4_1708986113.xml
FORM 4
X0508
4
2024-02-22
0
0001856525
Core & Main, Inc.
CNM
0001867452
Kimbrough Orvin T
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
1
0
0
0
1
Class A Common Stock
2024-02-22
4
C
0
9500
0
A
18820
D
Class A Common Stock
2024-02-22
4
S
0
9500
45.2832
D
9320
D
Class A Common Stock
8
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-02-22
5
J
0
E
9500
0
D
Class A Common Stock
9500
53704
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-02-22
5
J
0
E
9500
0
A
Class A Common Stock
9500
9500
D
Class B Common Stock and Limited Partnership Interests
2024-02-22
4
C
0
9500
0
D
Class A Common Stock
9500
0
D
On February 22, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 9,500 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 22, 2024, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 9,500 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 9,500 Paired Interests.
Includes 9,320 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 June 28, 2023 will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2024 and be settled in shares of Class A common stock, 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 13, 2023.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $45.1200 to $45.4450 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 Orvin T. Kimbrough
2024-02-26