Form 4 for CNM Core & Main, Inc.

Accepted 2024-07-12 00:00:00 ET · period of report 2024-07-10 · accession 0001856525-24-000097 · 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	2024-07-12	2024-07-10+	CNM	Castellano James G	Dir	S - Sale	$50.69	-12.5K	0	-100%	-$633.6K
DMI	2024-07-12	2024-07-10+	CNM	Castellano James G	Dir	C - Cnv Deriv	$0.00	+12.5K	200	New	$0
DMI	2024-07-12	2024-07-10+	CNM	Castellano James G	Dir	J - Other	$0.00	0	218.4K	New	$0
DMI	2024-07-12	2024-07-10+	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	2024-07-11	S	D	12,300	$50.70	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 $50.0500 to $51.1600 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	2024-07-11	C	A	12,300	$0.00	12,300	I By Trust	—	—	(F7) On July 11, 2024, pursuant to the terms of the LLC Agreement, 12,300 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,300 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust.
3	Common	Class A Common Stock	2024-07-10	C	A	200	$0.00	200	I By Trust	—	—	(F2) On July 10, 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"), 200 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 200 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust.
4	Common	Class A Common Stock	2024-07-10	S	D	200	$50.01	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 $50.0000 to $50.0200 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.
5	Derivative	Class B Common Stock and Limited Partnership Interests	2024-07-10	J	A	200	$0.00	200	I By Trust	— · — to —	200 Class A Common Stock	(F10) 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 July 10, 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"), 200 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 200 Paired Interests.
6	Derivative	Class B Common Stock and Limited Partnership Interests	2024-07-10	C	D	200	$0.00	0	I By Trust	— · — to —	200 Class A Common Stock	(F10) 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 July 10, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 200 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.
7	Derivative	Class B Common Stock and Limited Partnership Interests	2024-07-11	J	A	12,300	$0.00	12,300	I By Trust	— · — to —	12,300 Class A Common Stock	(F10) 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 July 11, 2024, pursuant to the terms of the LLC Agreement, 12,300 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,300 Paired Interests.
8	Derivative	Class B Common Stock and Limited Partnership Interests	2024-07-11	C	D	12,300	$0.00	0	I By Trust	— · — to —	12,300 Class A Common Stock	(F10) 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 July 11, 2024, pursuant to the terms of the Exchange Agreement, 12,300 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	2024-07-11	J	D	12,300	$0.00	206,120	I By LLC	— · — to —	12,300 Class A Common Stock	(F10) 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 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. (F7) On July 11, 2024, pursuant to the terms of the LLC Agreement, 12,300 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,300 Paired Interests.
10	Derivative	Class B Common Stock and Limited Partnership Interests	2024-07-10	J	D	200	$0.00	218,420	I By LLC	— · — to —	200 Class A Common Stock	(F10) 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 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. (F2) On July 10, 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"), 200 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 200 Paired Interests.