John R Schaller Form 4 Core & Main / John R Schaller 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^*

Schaller John R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2023

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	03/13/2023		F(1)		582	D	$21.45	19,065(2)	D
Class A Common Stock	03/11/2024		F(1)		585	D	$48.29	18,480(2)	D
Class A Common Stock	03/11/2024		F(1)		582	D	$48.29	17,898(2)	D
Class A Common Stock	01/10/2025		M		38,584	A	$20.81	56,482(2)	D
Class A Common Stock	01/10/2025		S(3)		37,984	D	$50.5635(4)	18,498(2)	D
Class A Common Stock	01/10/2025		S(3)		600	D	$51.4117(5)	17,898(2)	D
Class A Common Stock	01/10/2025		M		21,868	A	$22.11	39,766(2)	D
Class A Common Stock	01/10/2025		S(3)		21,868	D	$50.5584(4)	17,898(2)	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
Options (Rights to Buy)	$20.81	01/10/2025		M			38,584	(6)	03/10/2032	Class A Common Stock	38,584	$0	19,292	D
Options (Rights to Buy)	$22.11	01/10/2025		M			21,868	(7)	03/10/2033	Class A Common Stock	21,868	$0	43,736	D

Explanation of Responses:

1. Represents prior share forfeitures to the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person.

2. Of the 19,647 RSUs originally granted an aggregate of 1,749 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 6,195 shares of Class A common stock have vested with 11,703 RSUs 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2024.

4. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.1600 to $51.0300 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.

5. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $51.4050 to $51.4450 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.

6. The options vest in three equal annual 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.

7. The options vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting date.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for John R. Schaller	01/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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