0001209191-22-049780.txt : 20220913
0001209191-22-049780.hdr.sgml : 20220913
20220913193220
ACCESSION NUMBER: 0001209191-22-049780
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220909
FILED AS OF DATE: 20220913
DATE AS OF CHANGE: 20220913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Whittenburg Mark G
CENTRAL INDEX KEY: 0001866737
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 221241803
MAIL ADDRESS:
STREET 1: C/O CORE & MAIN, INC.
STREET 2: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
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
X0306
4
2022-09-09
0
0001856525
Core & Main, Inc.
CNM
0001866737
Whittenburg Mark G
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
0
1
0
0
General Counsel and Secretary
Class A Common Stock
2022-09-09
4
C
0
19729
0.00
A
25015
D
Class A Common Stock
2022-09-09
4
S
0
19729
24.7804
D
5286
D
Class A Common Stock
60
I
By LLC
Class B Common Stock and Limited Partnership Interests
2022-09-09
5
J
0
E
19729
0.00
D
Class A Common Stock
19729
592816
I
By LLC
Class B Common Stock and Limited Partnership Interests
2022-09-09
5
J
0
E
19729
0.00
A
Class A Common Stock
19729
19729
D
Class B Common Stock and Limited Partnership Interests
2022-09-09
4
C
0
19729
0.00
D
Class A Common Stock
19729
0
D
On September 9, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 19,729 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 September 9, 2022, 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"), 19,729 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 19,729 Paired Interests.
Includes 5,286 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 RSUs vest in three equal installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's 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 July 14, 2022.
The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $24.75 to $24.855 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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
2022-09-13