4//SEC Filing
NEWMAN MARGARET 4
Accession 0001856525-24-000124
CIK 0001856525other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 6:02 PM ET
Size
19.7 KB
Accession
0001856525-24-000124
Insider Transaction Report
Form 4
NEWMAN MARGARET
Director
Transactions
- Other
Class A Common Stock
2024-12-03+32→ 11,801 total - Other
Class B Common Stock and Limited Partnership Interests
2024-12-03−14,968→ 40,480 total(indirect: By LLC)→ Class A Common Stock (14,968 underlying) - Other
Class B Common Stock and Limited Partnership Interests
2024-12-03+14,968→ 14,968 total→ Class A Common Stock (14,968 underlying) - Conversion
Class A Common Stock
2024-12-03+14,968→ 26,769 total - Sale
Class A Common Stock
2024-12-03$55.25/sh−15,000$828,687→ 11,769 total - Other
Class A Common Stock
2024-12-03−32→ 0 total(indirect: By LLC) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-12-03−14,968→ 0 total→ Class A Common Stock (14,968 underlying)
Footnotes (9)
- [F1]On December 3, 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"), 32 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 32 shares of Class A common stock of the Issuer ("Class A common stock").
- [F2]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.
- [F3]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.
- [F4]On December 3, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 14,968 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 December 3, 2024, pursuant to the terms of the LLC Agreement, 14,968 Units held directly by the reporting person were redeemed at the discretion of the reporting person for 14,968 Paired Interests.
- [F6]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 28, 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 $54.9600 to $55.6650 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]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.
- [F9]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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001579754
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 6:02 PM ET
- Size
- 19.7 KB