Form 4 for CNM Core & Main, Inc.
Accepted 2024-07-18 00:00:00 ET · period of report 2024-07-16 · accession 0001856525-24-000101 · 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 | 2024-07-18 | 2024-07-16 | CNM | Gipson Dennis G | Dir | J - Other | $0.00 | 0 | 143 | New | $0 |
| DI | 2024-07-18 | 2024-07-16 | CNM | Gipson Dennis G | Dir | C - Cnv Deriv | $0.00 | +24.9K | 25.0K | +17,383% | $0 |
| DI | 2024-07-18 | 2024-07-16 | CNM | Gipson Dennis G | Dir | S - Sale | $53.08 | -25.0K | 0 | -100% | -$1.33M |
| DI | 2024-07-18 | 2024-07-16 | CNM | Gipson Dennis G | Dir | C - Cnv Deriv | $0.00 | -24.9K | 0 | -100% | $0 |
| DMI | 2024-07-18 | 2024-07-16 | CNM | Gipson Dennis G | Dir | J - Other | $0.00 | 0 | 219.6K | 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 | 2024-07-16 | J | D | 143 | $0.00 | 0 | I By LLC | — | — | (F1) On July 16, 2024, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock"). (F2) 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 shares of Class A common stock, on a one-for-one basis. |
| 2 | Common | Class A Common Stock | 2024-07-16 | C | A | 24,857 | $0.00 | 25,000 | I By Trust | — | — | (F5) On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust. |
| 3 | Common | Class A Common Stock | 2024-07-16 | S | D | 25,000 | $53.08 | 0 | I By Trust | — | — | (F7) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.3700 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 | 2024-07-16 | J | A | 143 | $0.00 | 143 | I By Trust | — | — | (F1) On July 16, 2024, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock"). (F3) Represents securities held indirectly by the reporting person through the Trust. |
| 5 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-07-16 | C | D | 24,857 | $0.00 | 0 | I By Trust | — · — to — | 24,857 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 Issuers 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 July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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. (F3) Represents securities held indirectly by the reporting person through the Trust. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-07-16 | J | A | 24,857 | $0.00 | 24,857 | I By Trust | — · — to — | 24,857 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 Issuers 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 July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests. (F3) Represents securities held indirectly by the reporting person through the Trust. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2024-07-16 | J | D | 24,857 | $0.00 | 219,601 | I By LLC | — · — to — | 24,857 Class A Common Stock | (F9) 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. (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 Issuers 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 July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests. |