Core & Main, Inc. — Director's Dealing 2022

Aug 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Core & Main, Inc. (CNM)
CIK: 0001856525
Period of Report: 2022-08-16

Reporting Person: Whittenburg Mark G (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-16	Class A Common Stock	J	303	$0.00	Disposed	60	Indirect
2022-08-16	Class A Common Stock	J	303	$0.00	Acquired	5589	Direct
2022-08-16	Class A Common Stock	C	5876	$0.00	Acquired	11465	Direct
2022-08-16	Class A Common Stock	S	6179	$24.7864	Disposed	5286	Direct
2022-08-18	Class A Common Stock	C	5296	$0.00	Acquired	10582	Direct
2022-08-18	Class A Common Stock	S	5296	$24.7764	Disposed	5286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-16	Class B Common Stock and Limited Partnership Interests	$	J	5876	Disposed		Class A Common Stock (5876)	Indirect
2022-08-16	Class B Common Stock and Limited Partnership Interests	$	J	5876	Acquired		Class A Common Stock (5876)	Direct
2022-08-16	Class B Common Stock and Limited Partnership Interests	$	C	5876	Disposed		Class A Common Stock (5876)	Direct
2022-08-18	Class B Common Stock and Limited Partnership Interests	$	J	5296	Disposed		Class A Common Stock (5296)	Indirect
2022-08-18	Class B Common Stock and Limited Partnership Interests	$	J	5296	Acquired		Class A Common Stock (5296)	Direct
2022-08-18	Class B Common Stock and Limited Partnership Interests	$	C	5296	Disposed		Class A Common Stock (5296)	Direct

Footnotes

F1: On August 16, 2022, 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"), 303 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 303 shares of Class A common stock of the Issuer ("Class A common stock").

F2: 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 shares of Class A common stock, on a one-for-one basis.

F3: Includes 5,286 restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in three equal installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the Issuer through each vesting date.

F4: On August 16, 2022, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 5,876 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.

F5: On August 16, 2022, pursuant to the terms of the LLC Agreement, 5,876 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 5,876 Paired Interests.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 14, 2022.

F7: The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $24.75 to $24.87 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.

F8: On August 18, 2022, pursuant to the terms of the Exchange Agreement, 5,296 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.

F9: On August 18, 2022, pursuant to the terms of the LLC Agreement, 5,296 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 5,296 Paired Interests.

F10: The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $24.75 to $24.845 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.

F11: 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.

F12: 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 disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sales (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.