Form 4 for CNM Core & Main, Inc.
Accepted 2023-04-17 00:00:00 ET · period of report 2023-04-13 · accession 0001209191-23-024562 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | S - Sale | $25.01 | -10.0K | 5,393 | -65% | -$250.1K |
| D | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | C - Cnv Deriv | $0.00 | +9,956 | 15.4K | +183% | $0 |
| D | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | J - Other | $0.00 | +44 | 5,437 | +0.8% | $0 |
| DI | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | J - Other | $0.00 | -44 | 11 | -80% | $0 |
| DI | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | J - Other | $0.00 | -9,956 | 83.7K | -11% | $0 |
| D | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | J - Other | $0.00 | +9,956 | 9,956 | New | $0 |
| D | 2023-04-17 | 2023-04-13 | CNM | Kimbrough Orvin T | Dir | C - Cnv Deriv | $0.00 | -9,956 | 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 | 2023-04-13 | S | D | 10,000 | $25.01 | 5,393 | 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 $25.0000 to $25.0600 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 5,393 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 will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and settled in Class A common stock, subject to the reporting person's continued service as director of the Issuer. |
| 2 | Common | Class A Common Stock | 2023-04-13 | C | A | 9,956 | $0.00 | 15,393 | D | — | — | (F5) On April 13, 2023, pursuant to the terms of the LLC Agreement, 9,956 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 9,956 Paired Interests. (F3) Includes 5,393 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 will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and settled in Class A common stock, subject to the reporting person's continued service as director of the Issuer. |
| 3 | Common | Class A Common Stock | 2023-04-13 | J | A | 44 | $0.00 | 5,437 | D | — | — | (F1) On April 13, 2023, 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"), 44 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 44 shares of Class A common stock of the Issuer ("Class A common stock"). (F3) Includes 5,393 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 will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and settled in Class A common stock, subject to the reporting person's continued service as director of the Issuer. |
| 4 | Common | Class A Common Stock | 2023-04-13 | J | D | 44 | $0.00 | 11 | I By LLC | — | — | (F1) On April 13, 2023, 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"), 44 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 44 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. |
| 5 | Derivative | Class B Common Stock and Limited Partnership Interests | 2023-04-13 | J | D | 9,956 | $0.00 | 83,701 | I By LLC | — · — to — | 9,956 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 April 13, 2023, pursuant to the terms of the LLC Agreement, 9,956 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 9,956 Paired Interests. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2023-04-13 | J | A | 9,956 | $0.00 | 9,956 | D | — · — to — | 9,956 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 April 13, 2023, pursuant to the terms of the LLC Agreement, 9,956 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 9,956 Paired Interests. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2023-04-13 | C | D | 9,956 | $0.00 | 0 | D | — · — to — | 9,956 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 April 13, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 9,956 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. |