James G Castellano Form 4 Core & Main / James G Castellano 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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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^*

Castellano James G

(Last) (First) (Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MO 63146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2023

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
Class A Common Stock	09/25/2023		J	V	142(1)	D	$0.00	0	I(2)	By LLC
Class A Common Stock	09/25/2023		J	V	142(1)	A	$0.00	142	I(3)	By Trust
Class A Common Stock	09/25/2023		C(4)		12,358(5)	A	$0.00	12,500	I(3)	By Trust
Class A Common Stock	09/25/2023		S(6)		12,500	D	$28.3529(7)	0	I(3)	By Trust
Class A Common Stock								9,320(8)	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
Class B Common Stock and Limited Partnership Interests	(9)(10)	09/25/2023(9)(10)		J	V		12,358(5)	(9)(10)	(9)(10)	Class A Common Stock	12,358	$0.00	231,120	I(9)	By LLC
Class B Common Stock and Limited Partnership Interests	(10)	09/25/2023(10)		J	V	12,358(5)		(10)	(10)	Class A Common Stock	12,358	$0.00	12,358	I(3)	By Trust
Class B Common Stock and Limited Partnership Interests	(10)	09/25/2023(10)		C(4)			12,358(4)	(10)	(10)	Class A Common Stock	12,358	$0.00	0	I(3)	By Trust

Explanation of Responses:

1. On September 25, 2023, 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"), 142 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano 2021 Family Trust (the "Trust") were redeemed at the discretion of the Trust for 142 shares of Class A common stock of the Issuer ("Class A common stock").

2. Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for shares of Class A common stock, on a one-for-one basis.

3. Represents securities held indirectly by the reporting person through the Trust.

4. On September 25, 2023, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 12,358 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.

5. On September 25, 2023, pursuant to the terms of the LLC Agreement, 12,358 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 12,358 Paired Interests.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on June 26, 2023.

7. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $28.3000 to $28.4800 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.

8. Includes 9,320 restricted stock units ("RSUs") granted to the reporting person as director compensation. 5,393 RSUs have vested as of the date of this Form 4. 3,927 RSUs will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2024 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

9. Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis.

10. 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 Issuers 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.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano	09/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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