0001856525-25-000017.txt : 20250117 0001856525-25-000017.hdr.sgml : 20250117 20250117165959 ACCESSION NUMBER: 0001856525-25-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230313 FILED AS OF DATE: 20250117 DATE AS OF CHANGE: 20250117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LeClair Stephen O CENTRAL INDEX KEY: 0001659312 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 25539411 MAIL ADDRESS: STREET 1: 3100 CUMBERLAND BLVD STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30339 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_1737151192.xml FORM 4 X0508 4 2023-03-13 0 0001856525 Core & Main, Inc. CNM 0001659312 LeClair Stephen O C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 1 1 0 0 Chief Executive Officer 0 Class A Common Stock 2023-03-13 4 F 0 3478 21.45 D 88871 D Class A Common Stock 2024-03-11 4 F 0 3682 48.29 D 85189 D Class A Common Stock 2024-03-11 4 F 0 4052 48.29 D 81137 D Class B Common Stock and Limited Partnership Interests 2025-01-16 4 G 0 1522945 0 D Class A Common Stock 1522945 250000 I By LLC Class B Common Stock and Limited Partnership Interests 2025-01-16 4 G 0 1522945 0 A Class A Common Stock 1522945 1522945 I By Trust Class B Common Stock and Limited Partnership Interests 2025-01-16 4 G 0 250000 0 D Class A Common Stock 250000 0 I By LLC Represents prior share forfeitures to the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person. Of the 92,349 RSUs originally granted an aggregate of 11,212 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 25,266 shares of Class A common stock have vested with 55,871 RSUs remaining unvested, as of the date of this Form 4. Each RSU represents a contingent right to receive one share of Class A common stock. Each RSU represents a contingent right to receive one share of Class A common stock. The unvested portion of the RSUs granted on March 11, 2022 vest on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement. 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. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 1,522,945 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 January 15, 2025 (the "Effective Date"). Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024 (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. On the Effective Date, the reporting person transferred and assigned the Transferred Units to the Trust. Represents securities held by Management Feeder in respect of 250,000 Units (the "Irrevocable Trust Transferred Units") transferred by the reporting person to an irrevocable trust for the benefit of the reporting person, his wife and descendants (the "Irrevocable Trust") on January 15, 2025 (the "Irrevocable Trust Effective Date"). The reporting person is not a trustee of the Irrevocable Trust. Pursuant to the LLC Agreement, such Irrevocable Trust Transferred Units held by the Irrevocable Trust following the transaction being reported herein are redeemable at the discretion of the Irrevocable Trust for shares of Class B Common Stock and Paired Interests, on a one-for-one basis. On the Irrevocable Trust Effective Date, the reporting person transferred and assigned the Irrevocable Trust Transferred Units to the Irrevocable Trust. /s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair 2025-01-17