Form 4 for CNM Core & Main, Inc.
Accepted 2025-04-04 00:00:00 ET · period of report 2025-04-02 · accession 0001856525-25-000090 · 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 | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | S - Sale | $50.48 | -42.0K | 4,120 | -91% | -$2.12M |
| D | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | C - Cnv Deriv | $0.00 | +42.0K | 46.1K | +1,019% | $0 |
| DI | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | J - Other | $0.00 | -42.0K | 126.0K | -25% | $0 |
| DI | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | F - Tax | $0.00 | -4,085 | 122.0K | -3% | $0 |
| D | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | J - Other | $0.00 | +42.0K | 42.0K | New | $0 |
| D | 2025-04-04 | 2025-04-02 | CNM | Stephens John Weldon | CAO | C - Cnv Deriv | $0.00 | -42.0K | 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 | 2025-04-02 | S | D | 41,963 | $50.48 | 4,120 | D | — | — | (F4) 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 $50.8900 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. |
| 2 | Common | Class A Common Stock | 2025-04-02 | C | A | 41,963 | $0.00 | 46,083 | D | — | — | (F2) On April 2, 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"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests. |
| 3 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-04-02 | J | D | 41,963 | $0.00 | 126,049 | I By LLC | — · — to — | 41,963 Class A Common Stock | (F6) 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) 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 April 2, 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"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests. |
| 4 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-04-02 | F | D | 4,085 | $0.00 | 121,964 | I | — · — to — | 4,085 Class A Common Stock | (F6) 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) 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. |
| 5 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-04-02 | J | A | 41,963 | $0.00 | 41,963 | D By LLC | — · — to — | 41,963 Class A Common Stock | (F5) 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 April 2, 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"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2025-04-02 | C | D | 41,963 | $0.00 | 0 | D | — · — to — | 41,963 Class A Common Stock | (F5) 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 April 2, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 41,963 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. |