New insider Bradbury Robyn L claimed ownership of 5,707 units of Class A Common Stock (SEC Form 3)
$CNM
Durable Goods
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/31/2025 |
3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 65 | I(1) | By LLC |
| Class A Common Stock | 5,642(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock and Limited Partnership Interests | (3)(4) | (3)(4) | Class A Common Stock | 187,404 | (3)(4) | I(3)(4) | By LLC |
| Options (Rights to Buy) | (5) | 03/11/2032 | Class A Common Stock | 4,385 | $20.81 | D | |
| Options (Rights to Buy) | (6) | 03/10/2033 | Class A Common Stock | 9,772 | $22.11 | D | |
| Options (Rights to Buy) | (7) | 03/07/2034 | Class A Common Stock | 6,660 | $50.12 | D | |
| Options (Rights to Buy) | (8) | 03/13/2035 | Class A Common Stock | 7,377 | $46.27 | D | |
| Explanation of Responses: |
| 1. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, 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. 43 of the Units are currently vested. The remaining 22 Units will vest on March 11, 2026. |
| 2. Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A common stock"). The unvested portion of the RSUs granted on March 10, 2023 vest on March 10, 2026. The unvested portion of the RSUs granted on March 7, 2024 vest in two equal installments on March 7, 2026 and March 7, 2027. The unvested portion of the RSUs granted on March 13, 2025 vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement. |
| 3. Represents securities held by Management Feeder in respect of Units of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, 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 (together, a "Paired Interest"). Upon a redemption of Units, the reporting person will also receive a distribution of the Class A common stock allocated to those Units. 150,530 of the Units are currently vested. The remaining 36,874 Units will vest on March 11, 2026. |
| 4. Pursuant to the terms of the Exchange Agreement, dated as of July 22, 2021 (as amended 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 Issuer's 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. |
| 5. The options are fully vested. |
| 6. 4,886 options are currently vested. The remaining options vest on March 10, 2026, subject to the terms of the associated Participant Stock Option Agreement. |
| 7. 2,220 options are currently vested. The remaining options vest in two equal installments on March 7, 2026 and March 7, 2027, subject to the terms of the associated Participant Stock Option Agreement. |
| 8. The options vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028, subject to the terms of the associated Participant Stock Option Agreement. |
| Remarks: |
| Exhibit list: Ex. 24 - Power of Attorney |
| /s/ Mark Whittenburg, as Attorney-in-Fact for Robyn L. Bradbury | 04/02/2025 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||