0001209191-23-013925.txt : 20230228 0001209191-23-013925.hdr.sgml : 20230228 20230228205706 ACCESSION NUMBER: 0001209191-23-013925 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230228 DATE AS OF CHANGE: 20230228 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: 23689179 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 2023-02-24 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 2023-02-24 4 C 0 24793 0.00 A 30079 D Class A Common Stock 2023-02-24 4 S 0 24793 23.0371 D 5286 D Class A Common Stock 60 I By LLC Class B Common Stock and Limited Partnership Interests 2023-02-24 5 J 0 E 24793 0.00 D Class A Common Stock 24793 561612 I By LLC Class B Common Stock and Limited Partnership Interests 2023-02-24 5 J 0 E 24793 0.00 A Class A Common Stock 24793 24793 D Class B Common Stock and Limited Partnership Interests 2023-02-24 4 C 0 24793 0.00 D Class A Common Stock 24793 0 D On February 24, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,793 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 February 24, 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"), 24,793 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 24,793 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 January 12, 2023. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $23.00 to $23.12 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 2023-02-28