4//SEC Filing
Kimbrough Orvin T 4
Accession 0001856525-25-000152
CIK 0001856525other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 5:38 PM ET
Size
21.8 KB
Accession
0001856525-25-000152
Insider Transaction Report
Form 4
Kimbrough Orvin T
Director
Transactions
- Other
Class A Common Stock
2025-07-18+5→ 13,963 total - Other
Class B Common Stock and Limited Partnership Interests
2025-07-18−23,957→ 29,747 total(indirect: By LLC)→ Class A Common Stock (23,957 underlying) - Other
Class A Common Stock
2025-07-18−5→ 3 total(indirect: By LLC) - Other
Class B Common Stock and Limited Partnership Interests
2025-07-18+23,957→ 23,957 total→ Class A Common Stock (23,957 underlying) - Tax Payment
Class B Common Stock and Limited Partnership Interests
2025-07-18−1,038→ 28,709 total(indirect: By LLC)→ Class A Common Stock (1,038 underlying) - Conversion
Class A Common Stock
2025-07-18+23,957→ 37,920 total - Sale
Class A Common Stock
2025-07-18$61.77/sh−23,962$1,480,094→ 13,958 total - Conversion
Class B Common Stock and Limited Partnership Interests
2025-07-18−23,957→ 0 total→ Class A Common Stock (23,957 underlying)
Footnotes (9)
- [F1]On July 18, 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"), 5 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 5 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]On July 18, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 23,957 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.
- [F4]On July 18, 2025, pursuant to the terms of the LLC Agreement, 23,957 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 23,957 Paired Interests.
- [F5]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 18, 2025.
- [F6]The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.4400 to $62.1950 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.
- [F7]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.
- [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]Represents Units withheld by the Issuer for distributions in excess of reporting person's pro rata share of distributions pursuant to the terms of the Exchange Agreement.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
Related Parties
1- filerCIK 0001867452
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 5:38 PM ET
- Size
- 21.8 KB