4//SEC Filing
Giles Jeffrey D 4
Accession 0001856525-24-000126
CIK 0001856525other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 6:03 PM ET
Size
21.7 KB
Accession
0001856525-24-000126
Insider Transaction Report
Form 4
Giles Jeffrey D
EVP, Corporate Department
Transactions
- Sale
Class A Common Stock
2024-12-03$54.71/sh−25,000$1,367,865→ 11,615 total - Other
Class B Common Stock and Limited Partnership Interests
2024-12-03+22,259→ 22,259 total→ Class A Common Stock (22,259 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-12-03−22,259→ 0 total→ Class A Common Stock (22,259 underlying) - Other
Class A Common Stock
2024-12-03−2→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2024-12-03+2→ 14,356 total - Conversion
Class A Common Stock
2024-12-03+22,259→ 36,615 total - Other
Class B Common Stock and Limited Partnership Interests
2024-12-03−22,259→ 0 total(indirect: By LLC)→ Class A Common Stock (22,259 underlying)
Holdings
- 232,928(indirect: By Trust)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (232,928 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"), 2 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 2 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 14,354 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 vest on March 11, 2025, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027, subject to the reporting person remaining employed with the Issuer through each vesting date.
- [F4]On December 3, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 22,259 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, 22,259 Units held directly by the reporting person were redeemed at the discretion of the reporting person for 22,259 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 July 11, 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 $53.7900 to $55.6100 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]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.
- [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 0001866555
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 6:03 PM ET
- Size
- 21.7 KB