Mark G Whittenburg Form 4 Core & Main / Mark G Whittenburg 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^*

Whittenburg Mark G

(Last)

(First)

(Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS

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)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/16/2022		J	V	303⁽¹⁾	D	$0.00	60	I⁽²⁾	By LLC
Class A Common Stock	08/16/2022		J	V	303⁽¹⁾	A	$0.00	5,589⁽³⁾	D
Class A Common Stock	08/16/2022		C⁽⁴⁾		5,876⁽⁵⁾	A	$0.00	11,465⁽³⁾	D
Class A Common Stock	08/16/2022		S⁽⁶⁾		6,179	D	$24.7864⁽⁷⁾	5,286⁽³⁾	D
Class A Common Stock	08/18/2022		C⁽⁸⁾		5,296⁽⁹⁾	A	$0.00	10,582⁽³⁾	D
Class A Common Stock	08/18/2022		S⁽⁶⁾		5,296	D	$24.7764⁽¹⁰⁾	5,286⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock and Limited Partnership Interests	⁽¹¹⁾⁽¹²⁾	08/16/2022⁽¹¹⁾⁽¹²⁾		J	V		5,876⁽⁵⁾	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	5,876	$0.00	617,841	I⁽¹¹⁾	By LLC
Class B Common Stock and Limited Partnership Interests	⁽¹²⁾	08/16/2022⁽¹²⁾		J	V	5,876⁽⁵⁾		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,876	$0.00	5,876	D
Class B Common Stock and Limited Partnership Interests	⁽¹²⁾	08/16/2022⁽¹²⁾		C⁽⁴⁾			5,876⁽⁴⁾	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,876	$0.00	0	D
Class B Common Stock and Limited Partnership Interests	⁽¹¹⁾⁽¹²⁾	08/18/2022⁽¹¹⁾⁽¹²⁾		J	V		5,296⁽⁹⁾	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	5,296	$0.00	612,545	I⁽¹¹⁾	By LLC
Class B Common Stock and Limited Partnership Interests	⁽¹²⁾	08/18/2022⁽¹²⁾		J	V	5,296⁽⁹⁾		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,296	$0.00	5,296	D
Class B Common Stock and Limited Partnership Interests	⁽¹²⁾	08/18/2022⁽¹²⁾		C⁽⁸⁾			5,296⁽⁸⁾	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,296	$0.00	0	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

Remarks:

	/s/ Mark Whittenburg	08/18/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Mark G Whittenburg Form 4Core & Main / Mark G Whittenburg ownership change