4//SEC Filing
Stephens John Weldon 4
Accession 0001856525-25-000090
CIK 0001856525other
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 4:28 PM ET
Size
18.1 KB
Accession
0001856525-25-000090
Insider Transaction Report
Form 4
Stephens John Weldon
Chief Accounting Officer
Transactions
- Conversion
Class A Common Stock
2025-04-02+41,963→ 46,083 total - Sale
Class A Common Stock
2025-04-02$50.48/sh−41,963$2,118,460→ 4,120 total - Other
Class B Common Stock and Limited Partnership Interests
2025-04-02−41,963→ 126,049 total(indirect: By LLC)→ Class A Common Stock (41,963 underlying) - Other
Class B Common Stock and Limited Partnership Interests
2025-04-02+41,963→ 41,963 total→ Class A Common Stock (41,963 underlying) - Conversion
Class B Common Stock and Limited Partnership Interests
2025-04-02−41,963→ 0 total→ Class A Common Stock (41,963 underlying) - Tax Payment
Class B Common Stock and Limited Partnership Interests
2025-04-02−4,085→ 121,964 total(indirect: By LLC)→ Class A Common Stock (4,085 underlying)
Footnotes (7)
- [F1]On April 2, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 41,963 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 April 2, 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"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests.
- [F3]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2024.
- [F4]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 $50.8900 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.
- [F5]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.
- [F6]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.
- [F7]Represents Units withheld by the Issuer for distributions in excess of reporting person's pro rata share pursuant to the terms of the Exchange Agreement.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001874955
Filing Metadata
- Form type
- 4
- Filed
- Apr 3, 8:00 PM ET
- Accepted
- Apr 4, 4:28 PM ET
- Size
- 18.1 KB