4//SEC Filing
Castellano James G 4
Accession 0001856525-24-000097
CIK 0001856525other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 4:37 PM ET
Size
28.6 KB
Accession
0001856525-24-000097
Insider Transaction Report
Form 4
Castellano James G
Director
Transactions
- Other
Class B Common Stock and Limited Partnership Interests
2024-07-11−12,300→ 206,120 total(indirect: By LLC)→ Class A Common Stock (12,300 underlying) - Sale
Class A Common Stock
2024-07-10$50.01/sh−200$10,002→ 0 total(indirect: By Trust) - Conversion
Class A Common Stock
2024-07-11+12,300→ 12,300 total(indirect: By Trust) - Sale
Class A Common Stock
2024-07-11$50.70/sh−12,300$623,569→ 0 total(indirect: By Trust) - Other
Class B Common Stock and Limited Partnership Interests
2024-07-10−200→ 218,420 total(indirect: By LLC)→ Class A Common Stock (200 underlying) - Conversion
Class A Common Stock
2024-07-10+200→ 200 total(indirect: By Trust) - Other
Class B Common Stock and Limited Partnership Interests
2024-07-11+12,300→ 12,300 total(indirect: By Trust)→ Class A Common Stock (12,300 underlying) - Other
Class B Common Stock and Limited Partnership Interests
2024-07-10+200→ 200 total(indirect: By Trust)→ Class A Common Stock (200 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-07-10−200→ 0 total(indirect: By Trust)→ Class A Common Stock (200 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-07-11−12,300→ 0 total(indirect: By Trust)→ Class A Common Stock (12,300 underlying)
Holdings
- 11,769
Class A Common Stock
Footnotes (11)
- [F1]On July 10, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 200 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.
- [F11]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.
- [F2]On July 10, 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"), 200 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 200 Paired Interests.
- [F3]Represents securities held indirectly by the reporting person through the Trust.
- [F4]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.
- [F5]The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.0000 to $50.0200 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.
- [F6]On July 11, 2024, pursuant to the terms of the Exchange Agreement, 12,300 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.
- [F7]On July 11, 2024, pursuant to the terms of the LLC Agreement, 12,300 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,300 Paired Interests.
- [F8]The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.0500 to $51.1600 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.
- [F9]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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001866541
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 4:37 PM ET
- Size
- 28.6 KB