0001856525-24-000097.txt : 20240712 0001856525-24-000097.hdr.sgml : 20240712 20240712163756 ACCESSION NUMBER: 0001856525-24-000097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240710 FILED AS OF DATE: 20240712 DATE AS OF CHANGE: 20240712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Castellano James G CENTRAL INDEX KEY: 0001866541 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 241114955 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] ORGANIZATION NAME: 07 Trade & Services 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 wk-form4_1720816669.xml FORM 4 X0508 4 2024-07-10 0 0001856525 Core & Main, Inc. CNM 0001866541 Castellano James G C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 1 0 0 0 1 Class A Common Stock 2024-07-10 4 C 0 200 0 A 200 I By Trust Class A Common Stock 2024-07-10 4 S 0 200 50.01 D 0 I By Trust Class A Common Stock 2024-07-11 4 C 0 12300 0 A 12300 I By Trust Class A Common Stock 2024-07-11 4 S 0 12300 50.6967 D 0 I By Trust Class A Common Stock 11769 D Class B Common Stock and Limited Partnership Interests 2024-07-10 5 J 0 E 200 0 D Class A Common Stock 200 218420 I By LLC Class B Common Stock and Limited Partnership Interests 2024-07-10 5 J 0 E 200 0 A Class A Common Stock 200 200 I By Trust Class B Common Stock and Limited Partnership Interests 2024-07-10 4 C 0 200 0 D Class A Common Stock 200 0 I By Trust Class B Common Stock and Limited Partnership Interests 2024-07-11 5 J 0 E 12300 0 D Class A Common Stock 12300 206120 I By LLC Class B Common Stock and Limited Partnership Interests 2024-07-11 5 J 0 E 12300 0 A Class A Common Stock 12300 12300 I By Trust Class B Common Stock and Limited Partnership Interests 2024-07-11 4 C 0 12300 0 D Class A Common Stock 12300 0 I By Trust On July 10, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 200 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 July 10, 2024, 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"), 200 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 200 Paired Interests. Represents securities held indirectly by the reporting person through the Trust. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on March 28, 2024. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.0000 to $50.0200 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 July 11, 2024, pursuant to the terms of the Exchange Agreement, 12,300 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis. On July 11, 2024, pursuant to the terms of the LLC Agreement, 12,300 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,300 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 $50.0500 to $51.1600 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. Includes 11,769 restricted stock units ("RSUs") granted to the reporting person as director compensation. 9,320 RSUs have vested as of the date of this Form 4. 2,449 RSUs will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2025 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer. 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. Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis. /s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano 2024-07-12