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Filing Details

Accession Number:: 0001209191-23-024562
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-04-17 20:53:49
Reporting Period:: 2023-04-13

Accepted Time:: 2023-04-17 20:53:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856525	Core & Main Inc.	CNM	Wholesale-Durable Goods, Nec (5099)	863149194

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1867452	T Orvin Kimbrough	C/O Core &Amp; Main, Inc. 1830 Craig Park Court St. Louis MO 63146		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-04-13	44	$0.00	11	No	5	J	Indirect	By LLC
Class A Common Stock	Acquisiton	2023-04-13	44	$0.00	5,437	No	5	J	Direct
Class A Common Stock	Acquisiton	2023-04-13	9,956	$0.00	15,393	No	4	C	Direct
Class A Common Stock	Disposition	2023-04-13	10,000	$25.01	5,393	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	J	Indirect	By LLC
No	5	J	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-04-13	9,956	$0.00	9,956	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Acquisiton	2023-04-13	9,956	$0.00	9,956	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-04-13	9,956	$0.00	9,956	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
83,701	No	5	J	Indirect
9,956	No	5	J	Direct
0	No	4	C	Direct

Footnotes

On April 13, 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"), 44 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 44 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 5,393 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 RSUs will vest upon the earlier to occur of the one yearanniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and settled in Class A common stock, subject to the reporting person's continued service as director of the Issuer.
On April 13, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 9,956 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 April 13, 2023, pursuant to the terms of the LLC Agreement, 9,956 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 9,956 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 January 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 $25.0000 to $25.0600 per share. The reporting person will provide to the Issuer, or theSecurities 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.