4//SEC Filing
Cowles Bradford A 4
Accession 0001856525-25-000024
CIK 0001856525other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 6:26 PM ET
Size
16.4 KB
Accession
0001856525-25-000024
Insider Transaction Report
Form 4
Cowles Bradford A
President
Transactions
- Other
Class B Common Stock and Limited Partnership Interests
2025-02-10−25,000→ 798,456 total(indirect: By LLC)→ Class A Common Stock (25,000 underlying) - Conversion
Class A Common Stock
2025-02-10+25,000→ 41,010 total - Sale
Class A Common Stock
2025-02-10$54.48/sh−25,000$1,362,083→ 16,010 total - Other
Class B Common Stock and Limited Partnership Interests
2025-02-10+25,000→ 25,000 total→ Class A Common Stock (25,000 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2025-02-10−25,000→ 0 total→ Class A Common Stock (25,000 underlying)
Footnotes (7)
- [F1]On February 10, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 25,000 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.
- [F2]On February 10, 2025, 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"), 25,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 25,000 Paired Interests.
- [F3]Includes 16,010 restricted stock units ("RSUs") granted to the reporting person of which an aggregate of 4,913 shares of Class A common stock have vested with 11,097 remaining unvested, as of the date of this Form 4. 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. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is 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 11, 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 $54.1100 to $54.8750 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]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.
- [F7]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 0001866531
Filing Metadata
- Form type
- 4
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 6:26 PM ET
- Size
- 16.4 KB