SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WALSH J MICHAEL

(Last)

(First)

(Middle)

395 OYSTER POINT BLVD., SUITE 415

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Core-Mark Holding Company, Inc. [ CORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Coremark Common Stock	01/22/2013		M		24,514⁽¹⁾	A	$0.01	112,500	D
Coremark Common Stock	01/22/2013		M		3,400⁽²⁾	A	$0.01	115,900	D
Coremark Common Stock	01/22/2013		M		2,629⁽³⁾	A	$36.96	118,529	D
Coremark Common Stock	01/22/2013		S		3,629⁽⁴⁾	D	$50.3974	114,900	D
Coremark Common Stock	01/22/2013		F		12,878⁽⁵⁾	D	$50.64	102,022	D
Coremark Common Stock	01/22/2013		F		5,815⁽⁶⁾	D	$50.64	96,207	D
Coremark Common Stock	01/23/2013		M		1,807⁽³⁾	A	$36.96	98,014	D
Coremark Common Stock	01/23/2013		M		703⁽³⁾	A	$25.81	98,717	D
Coremark Common Stock	01/23/2013		S		3,353⁽⁷⁾	D	$50.4266	95,364	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units 07LTIP	$0.01	01/22/2013		M			24,514	01/31/2009	01/31/2015	Coremark Common Stock	24,514	$0	0	D
Restricted Stock Units 10LTIP	$0.01	01/22/2013		M			3,400	01/19/2012	01/19/2018	Coremark Common Stock	3,400	$0	0	D
07LTIP Stock Option	$36.96	01/22/2013		M			2,629	07/02/2008	07/01/2017	Coremark Common Stock	3,629	$0	20,202	D
07LTIP Stock Option	$36.96	01/23/2013		M			1,807	07/02/2008	07/01/2017	Coremark Common Stock	807	$0	18,395	D
07LTIP Stock Option	$25.81	01/23/2013		M			703	01/31/2009	01/31/2015	Coremark Common Stock	2,703	$0	17,692	D

Explanation of Responses:

1. These RSUs were previously vested and deferred until retirement. They are now being released upon the holder's retirement as an employee from the company.

2. The RSUs vested and were released at the time of retirement.

3. The underlying options were exercised pursuant to a 10b5-1 plan.

4. Shares sold pursuant to a Section 10b5-1 plan.

5. Shares withheld for taxes on RSU lapse.

6. Shares withheld for taxes on Performance RSU vesting previously reported in Table I .

7. Shares sold pursuant to a Section 10b5-1 plan.

	Shawn Levitt, POA	01/24/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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