0001856525-24-000099.txt : 20240717
0001856525-24-000099.hdr.sgml : 20240717
20240717161828
ACCESSION NUMBER: 0001856525-24-000099
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240715
FILED AS OF DATE: 20240717
DATE AS OF CHANGE: 20240717
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Castellano James G
CENTRAL INDEX KEY: 0001866541
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 241122450
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_1721247499.xml
FORM 4
X0508
4
2024-07-15
0
0001856525
Core & Main, Inc.
CNM
0001866541
Castellano James G
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
1
0
0
0
1
Class A Common Stock
2024-07-15
4
C
0
12500
0
A
12500
I
By Trust
Class A Common Stock
2024-07-15
4
S
0
12500
52.2229
D
0
I
By Trust
Class A Common Stock
11769
D
Class B Common Stock and Limited Partnership Interests
2024-07-15
5
J
0
E
12500
0
D
Class A Common Stock
12500
193620
I
By LLC
Class B Common Stock and Limited Partnership Interests
2024-07-15
5
J
0
E
12500
0
A
Class A Common Stock
12500
12500
I
By Trust
Class B Common Stock and Limited Partnership Interests
2024-07-15
4
C
0
12500
0
D
Class A Common Stock
12500
0
I
By Trust
On July 15, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 12,500 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 July 15, 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"), 12,500 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 12,500 Paired Interests.
Represents securities held indirectly by the reporting person through the Trust.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on March 28, 2024.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $52.0000 to $52.3500 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.
Includes 11,769 restricted stock units ("RSUs") granted to the reporting person as director compensation. 9,320 RSUs have vested as of the date of this Form 4. 2,449 RSUs will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2025 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.
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.
Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis.
/s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano
2024-07-17