Christopher M Miller Form 4 Core-Mark Holding / CHRISTOPHER M MILLER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLER CHRISTOPHER M

(Last) (First) (Middle)

1500 SOLANA BLVD, SUITE 3400

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Core-Mark Holding Company, LLC [ CORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Coremark Common Stock	09/01/2021		D		47,677	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2019 Performance Shares	(2)	09/01/2021		D			6,094	(2)	(2)	Coremark Common Stock	6,094	(2)	0	D
2020 Performance Shares	(2)	09/01/2021		D			11,626	(2)	(2)	Coremark Common Stock	11,626	(2)	0	D
2021 Performance Shares	(2)	09/01/2021		D			15,895	(2)	(2)	Coremark Common Stock	15,895	(2)	0	D
2019 RSU Grant	(3)	09/01/2021		D			4,155	(3)	(3)	Coremark Common Stock	4,155	(3)	0	D
2020 RSU Grant	(3)	09/01/2021		D			8,612	(3)	(3)	Coremark Common Stock	8,612	(3)	0	D
2021 RSU Grant	(3)	09/01/2021		D			10,597	(3)	(3)	Coremark Common Stock	10,597	(3)	0	D

Explanation of Responses:

1. Converted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between Core-Mark Holding Company, Inc. ("CORE") and Performance Food Group Company ("PFGC") into $23.875 in cash and 0.44 shares of PFGC for each share of CORE.

2. Converted pursuant to the Merger Agreement into restricted stock units of PFGC based on the performance target levels previously determined by the Board and the Equity Award Exchange Ratio as set forth in the Merger Agreement.

3. Converted pursuant to the Merger Agreement into a number of restricted stock units of PFGC based on the Equity Award Exchange Ratio as set forth in the Merger Agreement.

Remarks:

	Chris Miller	09/01/2021
	** Signature of Reporting Person	Date
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