Form 4 for CNM Core & Main, Inc.
Accepted 2025-01-17 00:00:00 ET · period of report 2025-01-15 · accession 0001856525-25-000022 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-01-17 | 2025-01-15+ | CNM | Whittenburg Mark G | GC, Sec | S - Sale | $55.14 | -50.0K | 7,667 | -87% | -$2.76M |
| DM | 2025-01-17 | 2025-01-15+ | CNM | Whittenburg Mark G | GC, Sec | C - Cnv Deriv | $0.00 | +50.0K | 9,641 | New | $0 |
| DM | 2025-01-17 | 2025-01-15+ | CNM | Whittenburg Mark G | GC, Sec | C - Cnv Deriv | $0.00 | -50.0K | 0 | -100% | $0 |
| DMI | 2025-01-17 | 2025-01-15+ | CNM | Whittenburg Mark G | GC, Sec | J - Other | $0.00 | -50.0K | 350.8K | -12% | $0 |
| DM | 2025-01-17 | 2025-01-15+ | CNM | Whittenburg Mark G | GC, Sec | J - Other | $0.00 | +50.0K | 48.0K | 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 | 2025-01-15 | S | D | 1,974 | $55.29 | 7,667 | D | — | — | (F5) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $55.0000 to $55.6800 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 7,667 restricted stock units ("RSUs") granted to the reporting person and 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 | 2025-01-16 | C | A | 48,026 | $0.00 | 55,693 | D | — | — | (F7) On January 16, 2025, pursuant to the terms of the LLC Agreement, 48,026 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 48,026 Paired Interests. (F3) Includes 7,667 restricted stock units ("RSUs") granted to the reporting person and 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 | 2025-01-16 | S | D | 48,026 | $55.13 | 7,667 | D | — | — | (F8) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $55.0000 to $55.2450 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 7,667 restricted stock units ("RSUs") granted to the reporting person and 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 | 2025-01-15 | C | A | 1,974 | $0.00 | 9,641 | D | — | — | (F2) On January 15, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 1,974 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 1,974 Paired Interests. (F3) Includes 7,667 restricted stock units ("RSUs") granted to the reporting person and 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 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-15 | C | D | 1,974 | $0.00 | 0 | D | — · — to — | 1,974 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. (F1) On January 15, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 1,974 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. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-16 | J | D | 48,026 | $0.00 | 302,812 | I | — · — to — | 48,026 Class A Common Stock | (F10) 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. (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. (F7) On January 16, 2025, pursuant to the terms of the LLC Agreement, 48,026 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 48,026 Paired Interests. |
| 7 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-15 | J | A | 1,974 | $0.00 | 1,974 | D By LLC | — · — to — | 1,974 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. (F2) On January 15, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 1,974 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 1,974 Paired Interests. |
| 8 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-15 | J | D | 1,974 | $0.00 | 350,838 | I By LLC | — · — to — | 1,974 Class A Common Stock | (F10) 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. (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. (F2) On January 15, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 1,974 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 1,974 Paired Interests. |
| 9 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-16 | J | A | 48,026 | $0.00 | 48,026 | D | — · — to — | 48,026 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. (F7) On January 16, 2025, pursuant to the terms of the LLC Agreement, 48,026 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 48,026 Paired Interests. |
| 10 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-01-16 | C | D | 48,026 | $0.00 | 0 | D | — · — to — | 48,026 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. (F6) On January 16, 2025, pursuant to the terms of the Exchange Agreement, 48,026 shares of Class B common stock and a Paired Interest were exchanged for shares of Class A common stock, on a one-for-one basis. |