0001856525-24-000039.txt : 20240326 0001856525-24-000039.hdr.sgml : 20240326 20240326172112 ACCESSION NUMBER: 0001856525-24-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240322 FILED AS OF DATE: 20240326 DATE AS OF CHANGE: 20240326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stephens John Weldon CENTRAL INDEX KEY: 0001874955 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24784756 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_1711488055.xml FORM 4 X0508 4 2024-03-22 0 0001856525 Core & Main, Inc. CNM 0001874955 Stephens John Weldon C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 0 1 0 0 Chief Accounting Officer 1 Class A Common Stock 2024-03-22 5 J 0 E 32 0 D 0 I By LLC Class A Common Stock 2024-03-22 5 J 0 E 32 0 A 4313 D Class A Common Stock 2024-03-22 4 C 0 14968 0 A 19281 D Class A Common Stock 2024-03-22 4 S 0 15000 57.9137 D 4281 D Class B Common Stock and Limited Partnership Interests 2024-03-22 5 J 0 E 14968 0 D Class A Common Stock 14968 183012 I By LLC Class B Common Stock and Limited Partnership Interests 2024-03-22 5 J 0 E 14968 0 A Class A Common Stock 14968 14968 D Class B Common Stock and Limited Partnership Interests 2024-03-22 4 C 0 14968 0 D Class A Common Stock 14968 0 D On March 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"), 32 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 32 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 4,281 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 vests on March 11, 2025, subject to the terms of the associated Participant Restricted Stock Unit Agreement. The unvested portion of the RSUs granted on March 10, 2023 vests in two equal installments on March 10, 2025 and March 10, 2026, subject to the terms of the associated Participant Restricted Stock Unit Agreement. The unvested portion of the RSUs granted on March 7, 2024 vests in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027, subject to the terms of the associated Participant Restricted Stock Unit Agreement. On March 22, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 14,968 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 March 22, 2024, pursuant to the terms of the LLC Agreement, 14,968 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 14,968 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 December 19, 2023. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $57.3500 to $58.2400 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 John W. Stephens 2024-03-26