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Filing Details

Accession Number:: 0001856525-24-000040
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-26 17:21:27
Reporting Period:: 2024-03-22

Accepted Time:: 2024-03-26 17:21:27
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
1866737	G Mark Whittenburg	C/O Core &Amp; Main, Inc. 1830 Craig Park Court St. Louis MO 63146	General Counsel And Secretary	No	Yes	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	2024-03-22	60	$0.00	0	No	5	J	Indirect	By LLC
Class A Common Stock	Acquisiton	2024-03-22	60	$0.00	12,993	No	5	J	Direct
Class A Common Stock	Acquisiton	2024-03-22	49,940	$0.00	62,933	No	4	C	Direct
Class A Common Stock	Disposition	2024-03-22	50,000	$57.91	12,933	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	2024-03-22	49,940	$0.00	49,940	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Acquisiton	2024-03-22	49,940	$0.00	49,940	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2024-03-22	49,940	$0.00	49,940	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
449,264	No	5	J	Indirect
49,940	No	5	J	Direct
0	No	4	C	Direct

Footnotes

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"), 60 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 60 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 12,933 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"), 49,940 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, 49,940 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 49,940 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 $57.3000 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.