InsiderTrades

Form 4 for CNM Core & Main, Inc.

Accepted 2025-01-14 00:00:00 ET · period of report 2023-03-13 · accession 0001856525-25-000009 · 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 2025-01-14 2025-01-10 CNM Whittenburg Mark G GC, Sec S - Sale $50.49 -50.0K 7,667 -87% -$2.52M
D 2025-01-14 2025-01-10 CNM Whittenburg Mark G GC, Sec C - Cnv Deriv $0.00 +46.5K 57.7K +414% $0
DM 2025-01-14 2023-03-13+ CNM Whittenburg Mark G GC, Sec F - Tax $38.76 -1,718 11.7K -13% -$66.6K
D 2025-01-14 2025-01-10 CNM Whittenburg Mark G GC, Sec C - Cnv Deriv $0.00 -46.5K 0 -100% $0
D 2025-01-14 2025-01-10 CNM Whittenburg Mark G GC, Sec J - Other $0.00 +46.5K 46.5K New $0
DI 2025-01-14 2025-01-10 CNM Whittenburg Mark G GC, Sec J - Other $0.00 -46.5K 352.8K -12% $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2025-01-10 S D 50,000 $50.49 7,667 D — — (F6) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.1600 to $51.0175 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. (F2) Of the 12,933 RSUs originally granted an aggregate of 1,718 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 3,548 shares of Class A common stock have vested and sold with 7,667 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
2 Common Class A Common Stock 2025-01-10 C A 46,452 $0.00 57,667 D — — (F4) On January 10, 2025, 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"), 46,452 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 46,452 Paired Interests. (F2) Of the 12,933 RSUs originally granted an aggregate of 1,718 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 3,548 shares of Class A common stock have vested and sold with 7,667 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
3 Common Class A Common Stock 2024-03-11 F D 509 $48.29 11,215 D — — (F2) Of the 12,933 RSUs originally granted an aggregate of 1,718 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 3,548 shares of Class A common stock have vested and sold with 7,667 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
4 Common Class A Common Stock 2023-03-13 F D 610 $21.45 12,323 D — — (F2) Of the 12,933 RSUs originally granted an aggregate of 1,718 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 3,548 shares of Class A common stock have vested and sold with 7,667 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
5 Common Class A Common Stock 2024-03-11 F D 599 $48.29 11,724 D — — (F2) Of the 12,933 RSUs originally granted an aggregate of 1,718 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 3,548 shares of Class A common stock have vested and sold with 7,667 RSUs remaining unvested, as of the date of this Form 4. 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 on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
6 Derivative Class B Common Stock and Limited Partnership Interests 2025-01-10 C D 46,452 $0.00 0 D — · — to — 46,452 Class A Common Stock (F7) 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. (F3) On January 10, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 46,452 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 2025-01-10 J A 46,452 $0.00 46,452 D — · — to — 46,452 Class A Common Stock (F7) 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 10, 2025, 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"), 46,452 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 46,452 Paired Interests.
8 Derivative Class B Common Stock and Limited Partnership Interests 2025-01-10 J D 46,452 $0.00 352,812 I By LLC — · — to — 46,452 Class A Common Stock (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. (F7) 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 10, 2025, 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"), 46,452 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 46,452 Paired Interests.