0001856525-24-000124.txt : 20241205 0001856525-24-000124.hdr.sgml : 20241205 20241205180250 ACCESSION NUMBER: 0001856525-24-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241203 FILED AS OF DATE: 20241205 DATE AS OF CHANGE: 20241205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWMAN MARGARET CENTRAL INDEX KEY: 0001579754 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 241530124 MAIL ADDRESS: STREET 1: KEURIG DR PEPPER INC. STREET 2: 53 SOUTH AVE. CITY: BURLINGTON STATE: MA ZIP: 01803 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_1733439763.xml FORM 4 X0508 4 2024-12-03 0 0001856525 Core & Main, Inc. CNM 0001579754 NEWMAN MARGARET C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 1 0 0 0 1 Class A Common Stock 2024-12-03 5 J 0 E 32 0 D 0 I By LLC Class A Common Stock 2024-12-03 5 J 0 E 32 0 A 11801 D Class A Common Stock 2024-12-03 4 C 0 14968 0 A 26769 D Class A Common Stock 2024-12-03 4 S 0 15000 55.2458 D 11769 D Class B Common Stock and Limited Partnership Interests 2024-12-03 5 J 0 E 14968 0 D Class A Common Stock 14968 40480 I By LLC Class B Common Stock and Limited Partnership Interests 2024-12-03 5 J 0 E 14968 0 A Class A Common Stock 14968 14968 D Class B Common Stock and Limited Partnership Interests 2024-12-03 4 C 0 14968 0 D Class A Common Stock 14968 0 D On December 3, 2024, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 32 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 32 shares of Class A common stock of the Issuer ("Class A common stock"). 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. 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. On December 3, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 14,968 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, on a one-for-one basis. On December 3, 2024, pursuant to the terms of the LLC Agreement, 14,968 Units held directly by the reporting person were redeemed at the discretion of the reporting person for 14,968 Paired Interests. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 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 $54.9600 to $55.6650 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 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 Margaret M. Newman 2024-12-05