4//SEC Filing
Kimbrough Orvin T 4
Accession 0001856525-24-000009
CIK 0001856525other
Filed
Feb 20, 7:00 PM ET
Accepted
Feb 21, 5:44 PM ET
Size
27.3 KB
Accession
0001856525-24-000009
Insider Transaction Report
Form 4
Kimbrough Orvin T
Director
Transactions
- Conversion
Class A Common Stock
2024-02-16+187→ 9,507 total - Other
Class B Common Stock and Limited Partnership Interests
2024-02-21−313→ 63,204 total(indirect: By LLC)→ Class A Common Stock (313 underlying) - Conversion
Class A Common Stock
2024-02-21+313→ 9,633 total - Sale
Class A Common Stock
2024-02-21$45.00/sh−313$14,085→ 9,320 total - Other
Class B Common Stock and Limited Partnership Interests
2024-02-16+187→ 187 total→ Class A Common Stock (187 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-02-16−187→ 0 total→ Class A Common Stock (187 underlying) - Sale
Class A Common Stock
2024-02-16$45.00/sh−187$8,415→ 9,320 total - Other
Class B Common Stock and Limited Partnership Interests
2024-02-16−187→ 63,517 total(indirect: By LLC)→ Class A Common Stock (187 underlying) - Other
Class B Common Stock and Limited Partnership Interests
2024-02-21+313→ 313 total→ Class A Common Stock (313 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-02-21−313→ 0 total→ Class A Common Stock (313 underlying)
Holdings
- 8(indirect: By LLC)
Class A Common Stock
Footnotes (10)
- [F1]On February 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 187 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.
- [F10]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.
- [F2]On February 16, 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"), 187 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 187 Paired Interests.
- [F3]Includes 9,320 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 June 28, 2023 will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2024 and be settled in shares of Class A common stock, subject to the terms of the associated Participant Restricted Stock Unit Agreement.
- [F4]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 13, 2023.
- [F5]The price reported represents the sale price per share of shares of Class A common stock sold in multiple transactions.
- [F6]On February 21, 2024, pursuant to the terms of the Exchange Agreement, 313 Paired Interests and were exchanged for shares of Class A common stock, on a one-for-one basis.
- [F7]On February 21, 2024, pursuant to the LLC Agreement, 313 Units held directly by the reporting person were redeemed at the discretion of the reporting person for 313 Paired Interests.
- [F8]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.
- [F9]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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001867452
Filing Metadata
- Form type
- 4
- Filed
- Feb 20, 7:00 PM ET
- Accepted
- Feb 21, 5:44 PM ET
- Size
- 27.3 KB