Form 4 for CNM Core & Main, Inc.
Accepted 2022-08-29 00:00:00 ET · period of report 2022-08-25 · accession 0001209191-22-047907 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | J - Other | $0.00 | -468 | 96 | -83% | $0 |
| D | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | J - Other | $0.00 | +468 | 5,334 | +10% | $0 |
| D | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | C - Cnv Deriv | $0.00 | +32.9K | 38.2K | +616% | $0 |
| D | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | S - Sale | $25.08 | -33.3K | 4,866 | -87% | -$836.0K |
| D | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | J - Other | $0.00 | +32.9K | 32.9K | New | $0 |
| DI | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | J - Other | $0.00 | -32.9K | 935.5K | -3% | $0 |
| D | 2022-08-29 | 2022-08-25 | CNM | Schneider Laura K | CHRO | C - Cnv Deriv | $0.00 | -32.9K | 0 | -100% | $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 | 2022-08-25 | J | D | 468 | $0.00 | 96 | I By LLC | — | — | (F1) On August 25, 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"), 468 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 468 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. |
| 2 | Common | Class A Common Stock | 2022-08-25 | J | A | 468 | $0.00 | 5,334 | D | — | — | (F1) On August 25, 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"), 468 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 468 shares of Class A common stock of the Issuer ("Class A common stock"). (F3) Includes 4,866 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 | 2022-08-25 | C | A | 32,865 | $0.00 | 38,199 | D | — | — | (F5) On August 25, 2022, pursuant to the terms of the LLC Agreement, 32,865 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 32,865 Paired Interests. (F3) Includes 4,866 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 | 2022-08-25 | S | D | 33,333 | $25.08 | 4,866 | 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 $25.00 to $25.165 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 4,866 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 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-08-25 | J | A | 32,865 | $0.00 | 32,865 | D | — · — to — | 32,865 Class A Common Stock | (F9) 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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 August 25, 2022, pursuant to the terms of the LLC Agreement, 32,865 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 32,865 Paired Interests. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-08-25 | J | D | 32,865 | $0.00 | 935,499 | I By LLC | — · — to — | 32,865 Class A Common Stock | (F9) 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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) 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 August 25, 2022, pursuant to the terms of the LLC Agreement, 32,865 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 32,865 Paired Interests. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-08-25 | C | D | 32,865 | $0.00 | 0 | D | — · — to — | 32,865 Class A Common Stock | (F9) 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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 August 25, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 32,865 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. |