Form 4 for CNM Core & Main, Inc.

Accepted 2023-11-01 00:00:00 ET · period of report 2023-10-30 · accession 0001209191-23-054049 · 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
DMI	2023-11-01	2023-10-30+	CNM	Castellano James G	Dir	S - Sale	$30.02	-12.5K	0	-100%	-$375.3K
DMI	2023-11-01	2023-10-30+	CNM	Castellano James G	Dir	C - Cnv Deriv	$0.00	+12.5K	2,610	New	$0
DMI	2023-11-01	2023-10-30+	CNM	Castellano James G	Dir	J - Other	$0.00	0	2,610	New	$0
DMI	2023-11-01	2023-10-30+	CNM	Castellano James G	Dir	C - Cnv Deriv	$0.00	-12.5K	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	2023-10-30	S	D	2,610	$30.00	0	I By Trust	—	—	(F5) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $30.0000 to $30.0100 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) Represents securities held indirectly by the reporting person through the Trust.
2	Common	Class A Common Stock	2023-10-31	C	A	9,890	$0.00	9,890	I By Trust	—	—	(F7) On October 31, 2023, pursuant to the terms of the LLC Agreement, 9,890 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 9,890 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust.
3	Common	Class A Common Stock	2023-10-31	S	D	9,890	$30.03	0	I By Trust	—	—	(F8) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $30.0000 to $30.1050 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) Represents securities held indirectly by the reporting person through the Trust.
4	Common	Class A Common Stock	2023-10-30	C	A	2,610	$0.00	2,610	I By Trust	—	—	(F2) On October 30, 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"), 2,610 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 2,610 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust.
5	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-31	J	A	9,890	$0.00	9,890	I By Trust	— · — to —	9,890 Class A Common Stock	(F11) 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. (F7) On October 31, 2023, pursuant to the terms of the LLC Agreement, 9,890 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 9,890 Paired Interests.
6	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-31	J	D	9,890	$0.00	218,620	I By LLC	— · — to —	9,890 Class A Common Stock	(F10) Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis. (F11) 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. (F7) On October 31, 2023, pursuant to the terms of the LLC Agreement, 9,890 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 9,890 Paired Interests.
7	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-30	J	D	2,610	$0.00	228,510	I By LLC	— · — to —	2,610 Class A Common Stock	(F10) Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis. (F11) 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. (F2) On October 30, 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"), 2,610 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 2,610 Paired Interests.
8	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-30	J	A	2,610	$0.00	2,610	I By Trust	— · — to —	2,610 Class A Common Stock	(F11) 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. (F2) On October 30, 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"), 2,610 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 2,610 Paired Interests.
9	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-30	C	D	2,610	$0.00	0	I By Trust	— · — to —	2,610 Class A Common Stock	(F11) 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. (F1) On October 30, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 2,610 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 of the Issuer ("Class A common stock"), on a one-for-one basis.
10	Derivative	Class B Common Stock and Limited Partnership Interests	2023-10-31	C	D	9,890	$0.00	0	I By Trust	— · — to —	9,890 Class A Common Stock	(F11) 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. (F6) On October 31, 2023, pursuant to the terms of the Exchange Agreement, 9,890 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.