Form 4 for CNM Core & Main, Inc.
Accepted 2022-05-18 00:00:00 ET · period of report 2022-05-16 · accession 0001209191-22-030109 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-05-18 | 2022-05-16+ | CNM | Giles Jeffrey D | VP, Corp. Department | S - Sale | $22.09 | -10.0K | 4,146 | -71% | -$220.9K |
| DM | 2022-05-18 | 2022-05-16+ | CNM | Giles Jeffrey D | VP, Corp. Department | C - Cnv Deriv | $0.00 | +9,789 | 6,746 | New | $0 |
| DI | 2022-05-18 | 2022-05-16 | CNM | Giles Jeffrey D | VP, Corp. Department | J - Other | $0.00 | -211 | 54 | -80% | $0 |
| D | 2022-05-18 | 2022-05-16 | CNM | Giles Jeffrey D | VP, Corp. Department | J - Other | $0.00 | +211 | 4,357 | +5% | $0 |
| DM | 2022-05-18 | 2022-05-16+ | CNM | Giles Jeffrey D | VP, Corp. Department | J - Other | $0.00 | +9,789 | 7,400 | New | $0 |
| DM | 2022-05-18 | 2022-05-16+ | CNM | Giles Jeffrey D | VP, Corp. Department | C - Cnv Deriv | $0.00 | -9,789 | 0 | -100% | $0 |
| DMI | 2022-05-18 | 2022-05-16+ | CNM | Giles Jeffrey D | VP, Corp. Department | J - Other | $0.00 | -9,789 | 452.5K | -2% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-05-17 | S | D | 7,400 | $22.08 | 4,146 | D | — | — | (F10) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $22.00 to $22.26 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. (F3) Includes 4,146 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. |
| 2 | Common | Class A Common Stock | 2022-05-17 | C | A | 7,400 | $0.00 | 11,546 | D | — | — | (F9) On May 17, 2022, pursuant to the terms of the LLC Agreement, 7,400 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for Paired Interests, on a one-for-one basis. (F3) Includes 4,146 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. |
| 3 | Common | Class A Common Stock | 2022-05-16 | S | D | 2,600 | $22.12 | 4,146 | D | — | — | (F7) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $22.00 to $22.74 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. (F3) Includes 4,146 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. |
| 4 | Common | Class A Common Stock | 2022-05-16 | C | A | 2,389 | $0.00 | 6,746 | D | — | — | (F5) On May 16, 2022, pursuant to the terms of the LLC Agreement, 2,389 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 2,389 Paired Interests. (F3) Includes 4,146 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. |
| 5 | Common | Class A Common Stock | 2022-05-16 | J | D | 211 | $0.00 | 54 | I By LLC | — | — | (F1) On May 16, 2022, 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"), 211 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 211 shares of Class A common stock of the Issuer ("Class A common stock"). (F2) 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. |
| 6 | Common | Class A Common Stock | 2022-05-16 | J | A | 211 | $0.00 | 4,357 | D | — | — | (F1) On May 16, 2022, 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"), 211 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 211 shares of Class A common stock of the Issuer ("Class A common stock"). (F3) Includes 4,146 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. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-16 | J | A | 2,389 | $0.00 | 2,389 | D By LLC | — · — to — | 2,389 Class A Common Stock | (F12) 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. (F5) On May 16, 2022, pursuant to the terms of the LLC Agreement, 2,389 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 2,389 Paired Interests. |
| 8 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-17 | C | D | 7,400 | $0.00 | 0 | D | — · — to — | 7,400 Class A Common Stock | (F12) 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. (F8) On May 17, 2022, pursuant to the terms of the Exchange Agreement, 7,400 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis. |
| 9 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-17 | J | D | 7,400 | $0.00 | 445,135 | I | — · — to — | 7,400 Class A Common Stock | (F12) 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. (F11) 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. (F9) On May 17, 2022, pursuant to the terms of the LLC Agreement, 7,400 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for Paired Interests, on a one-for-one basis. |
| 10 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-17 | J | A | 7,400 | $0.00 | 7,400 | D | — · — to — | 7,400 Class A Common Stock | (F12) 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. (F9) On May 17, 2022, pursuant to the terms of the LLC Agreement, 7,400 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for Paired Interests, on a one-for-one basis. |
| 11 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-16 | J | D | 2,389 | $0.00 | 452,535 | I By LLC | — · — to — | 2,389 Class A Common Stock | (F12) 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. (F11) 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. (F5) On May 16, 2022, pursuant to the terms of the LLC Agreement, 2,389 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 2,389 Paired Interests. |
| 12 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-05-16 | C | D | 2,389 | $0.00 | 0 | D | — · — to — | 2,389 Class A Common Stock | (F12) 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. (F4) On May 16, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 2,389 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. |