0001856525-24-000113.txt : 20241010 0001856525-24-000113.hdr.sgml : 20241010 20241010194620 ACCESSION NUMBER: 0001856525-24-000113 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241008 FILED AS OF DATE: 20241010 DATE AS OF CHANGE: 20241010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giles Jeffrey D CENTRAL INDEX KEY: 0001866555 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 241366103 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_1728603974.xml FORM 4 X0508 4 2024-10-08 0 0001856525 Core & Main, Inc. CNM 0001866555 Giles Jeffrey D C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 0 1 0 0 EVP, Corporate Department 0 Class B Common Stock and Limited Partnership Interests 2024-10-08 4 G 0 232928 0 D Class A Common Stock 232928 22259 I By LLC Class B Common Stock and Limited Partnership Interests 2024-10-08 4 G 0 232928 0 A Class A Common Stock 232928 232928 I By Trust Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 232,928 Units (the "Transferred Units") transferred by the reporting person to a revocable trust for the benefit of the reporting person, his wife and descendants (the "Trust") on October 8, 2024 (the "Effective Date"). Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), such Transferred Units held by the Trust following the transaction being reported herein are redeemable at the discretion of the reporting person for shares of Class B Common Stock of the Issuer ("Class B Common Stock") and limited partnership interests of Core & Main Holdings, LP ("Limited Partnership Interests" and, together with Class B Common Stock, "Paired Interests"), on a one-for-one basis. Pursuant to the terms of an exchange agreement dated as of July 22, 2021 (as amended, the "Exchange Agreement"), Paired Interests are exchangeable at the discretion of the reporting person for shares of Class A Common Stock of the Issuer ("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 shares of Class B Common Stock and Limited Partnership Interests have no expiration date. On the Effective Date, the reporting person transferred and assigned the Transferred Units to the Trust. /s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles 2024-10-10