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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Giles Jeffrey D
(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)
EVP, Corporate Department
3. Date of Earliest Transaction (Month/Day/Year)
10/08/2024
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
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 (1)(2) 10/08/2024(1)(2) G 232,928(3) (1)(2) (1)(2) Class A Common Stock 232,928 $0 22,259 I(1) By LLC
Class B Common Stock and Limited Partnership Interests (1)(2) 10/08/2024(1)(2) G 232,928(3) (1)(2) (1)(2) Class A Common Stock 232,928 $0 232,928 I(1) By Trust
Explanation of Responses:
1. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 232,928 Units (the "Transferred Units") transferred by the reporting person to a revocable trust for the benefit of the reporting person, his wife and descendants (the "Trust") on October 8, 2024 (the "Effective Date"). Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), such Transferred Units held by the Trust following the transaction being reported herein are redeemable at the discretion of the reporting person for shares of Class B Common Stock of the Issuer ("Class B Common Stock") and limited partnership interests of Core & Main Holdings, LP ("Limited Partnership Interests" and, together with Class B Common Stock, "Paired Interests"), on a one-for-one basis.
2. Pursuant to the terms of an 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 of the Issuer ("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 shares of Class B Common Stock and Limited Partnership Interests have no expiration date.
3. On the Effective Date, the reporting person transferred and assigned the Transferred Units to the Trust.
Remarks:
/s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles 10/10/2024
** 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.
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.
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