Form 4 for CNM Core & Main, Inc.
Accepted 2024-01-16 00:00:00 ET · period of report 2024-01-11 · accession 0001209191-24-001676 · 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 | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | J - Other | $0.00 | -242 | 0 | -100% | $0 |
| D | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | J - Other | $0.00 | +242 | 73.9K | +0.3% | $0 |
| D | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | C - Cnv Deriv | $0.00 | +149.8K | 223.7K | +203% | $0 |
| D | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | S - Sale | $40.66 | -150.0K | 73.7K | -67% | -$6.10M |
| DI | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | J - Other | $0.00 | -149.8K | 2.12M | -7% | $0 |
| D | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | C - Cnv Deriv | $0.00 | -149.8K | 0 | -100% | $0 |
| D | 2024-01-16 | 2024-01-11 | CNM | LeClair Stephen O | CEO, Dir | J - Other | $0.00 | +149.8K | 149.8K | New | $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 | 2024-01-11 | J | D | 242 | $0.00 | 0 | I By LLC | — | — | (F1) On January 11, 2024, 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"), 242 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 242 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 | 2024-01-11 | J | A | 242 | $0.00 | 73,934 | D | — | — | (F1) On January 11, 2024, 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"), 242 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 242 shares of Class A common stock of the Issuer ("Class A common stock"). (F3) Includes 73,692 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 unvested portion of the RSUs granted on March 11, 2022 vest in two equal installments on March 11, 2024 and March 11, 2025, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 10, 2023 vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date. |
| 3 | Common | Class A Common Stock | 2024-01-11 | C | A | 149,758 | $0.00 | 223,692 | D | — | — | (F5) On January 11, 2024, pursuant to the terms of the LLC Agreement, 149,758 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 149,758 Paired Interests. (F3) Includes 73,692 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 unvested portion of the RSUs granted on March 11, 2022 vest in two equal installments on March 11, 2024 and March 11, 2025, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 10, 2023 vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date. |
| 4 | Common | Class A Common Stock | 2024-01-11 | S | D | 150,000 | $40.66 | 73,692 | 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 $40.2500 to $41.1100 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 73,692 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 unvested portion of the RSUs granted on March 11, 2022 vest in two equal installments on March 11, 2024 and March 11, 2025, subject to the reporting person remaining employed with the Issuer through each vesting date. The RSUs granted on March 10, 2023 vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date. |
| 5 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-01-11 | J | D | 149,758 | $0.00 | 2,122,945 | I By LLC | — · — to — | 149,758 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 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) 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 January 11, 2024, pursuant to the terms of the LLC Agreement, 149,758 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 149,758 Paired Interests. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-01-11 | C | D | 149,758 | $0.00 | 0 | D | — · — to — | 149,758 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 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 January 11, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 149,758 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. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-01-11 | J | A | 149,758 | $0.00 | 149,758 | D | — · — to — | 149,758 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 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 January 11, 2024, pursuant to the terms of the LLC Agreement, 149,758 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 149,758 Paired Interests. |