4//SEC Filing
Gipson Dennis G 4
Accession 0001856525-24-000101
CIK 0001856525other
Filed
Jul 17, 8:00 PM ET
Accepted
Jul 18, 4:53 PM ET
Size
21.4 KB
Accession
0001856525-24-000101
Insider Transaction Report
Form 4
Gipson Dennis G
Director
Transactions
- Sale
Class A Common Stock
2024-07-16$53.08/sh−25,000$1,327,058→ 0 total(indirect: By Trust) - Other
Class A Common Stock
2024-07-16−143→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2024-07-16+143→ 143 total(indirect: By Trust) - Conversion
Class A Common Stock
2024-07-16+24,857→ 25,000 total(indirect: By Trust) - Other
Class B Common Stock and Limited Partnership Interests
2024-07-16−24,857→ 219,601 total(indirect: By LLC)→ Class A Common Stock (24,857 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-07-16−24,857→ 0 total(indirect: By Trust)→ Class A Common Stock (24,857 underlying) - Other
Class B Common Stock and Limited Partnership Interests
2024-07-16+24,857→ 24,857 total(indirect: By Trust)→ Class A Common Stock (24,857 underlying)
Holdings
- 11,769
Class A Common Stock
Footnotes (10)
- [F1]On July 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 February 13, 2024 (as amended, the "LLC Agreement"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock").
- [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 Issuers 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]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 shares of Class A common stock, on a one-for-one basis.
- [F3]Represents securities held indirectly by the reporting person through the Trust.
- [F4]On July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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.
- [F5]On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests.
- [F6]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on April 1, 2024.
- [F7]The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.3700 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.
- [F8]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.
- [F9]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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001866536
Filing Metadata
- Form type
- 4
- Filed
- Jul 17, 8:00 PM ET
- Accepted
- Jul 18, 4:53 PM ET
- Size
- 21.4 KB