0001209191-23-035575.txt : 20230608
0001209191-23-035575.hdr.sgml : 20230608
20230608190601
ACCESSION NUMBER: 0001209191-23-035575
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230606
FILED AS OF DATE: 20230608
DATE AS OF CHANGE: 20230608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LeClair Stephen O
CENTRAL INDEX KEY: 0001659312
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 231003406
MAIL ADDRESS:
STREET 1: 3100 CUMBERLAND BLVD
STREET 2: SUITE 1700
CITY: ATLANTA
STATE: GA
ZIP: 30339
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Core & Main, Inc.
CENTRAL INDEX KEY: 0001856525
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099]
IRS NUMBER: 863149194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
BUSINESS PHONE: 314-432-4700
MAIL ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-06
0
0001856525
Core & Main, Inc.
CNM
0001659312
LeClair Stephen O
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
1
1
0
0
Chief Executive Officer
1
Class A Common Stock
2023-06-06
4
C
0
4288
0.00
A
77980
D
Class A Common Stock
2023-06-06
4
S
0
4288
28.7578
D
73692
D
Class A Common Stock
2023-06-07
4
C
0
35712
0.00
A
109404
D
Class A Common Stock
2023-06-07
4
S
0
35712
28.7746
D
73692
D
Class A Common Stock
242
I
By LLC
Class B Common Stock and Limited Partnership Interests
2023-06-06
5
J
0
E
4288
0.00
D
Class A Common Stock
4288
2308415
I
By LLC
Class B Common Stock and Limited Partnership Interests
2023-06-06
5
J
0
E
4288
0.00
A
Class A Common Stock
4288
4288
D
Class B Common Stock and Limited Partnership Interests
2023-06-06
4
C
0
4288
0.00
D
Class A Common Stock
4288
0
D
Class B Common Stock and Limited Partnership Interests
2023-06-07
5
J
0
E
35712
0.00
D
Class A Common Stock
35712
2272703
I
By LLC
Class B Common Stock and Limited Partnership Interests
2023-06-07
5
J
0
E
35712
0.00
A
Class A Common Stock
35712
35712
D
Class B Common Stock and Limited Partnership Interests
2023-06-07
4
C
0
35712
0.00
D
Class A Common Stock
35712
0
D
On June 6, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 4,288 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.
On June 6, 2023, pursuant to the terms of the Third Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 4,288 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 4,288 Paired Interests.
Includes 73,692 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 in two equal installments on March 11, 2024 and 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 three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 13, 2023.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.7500 to $28.8000 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.
On June 7, 2023, pursuant to the terms of the Exchange Agreement, 35,712 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.
On June 7, 2023, pursuant to the terms of the LLC Agreement, 35,712 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 35,712 Paired Interests.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.7500 to $28.8400 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.
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.
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.
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.
/s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair
2023-06-08