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