Kathleen M. Mazzarella - Jan 29, 2023 Form 5 Insider Report for Core & Main, Inc. (CNM)

Role: Director
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Kathleen M. Mazzarella
Stock symbol: CNM
Transactions as of: Jan 29, 2023
Transactions value $: $0
Form type: 5
Date filed: 3/15/2023, 05:16 PM
Previous filing: Jan 17, 2023
Next filing: Apr 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	CNM	Class A Common Stock	Award	$0	+5.39 K		$0.00	5.39 K	Jul 19, 2022	Direct	F1
holding	CNM	Class A Common Stock						82	Jan 29, 2023	By LLC	F2

Explanation of Responses:

Id	Content
F1	Represents restricted stock units granted as director compensation. The restricted stock units 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 2023 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.
F2	Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder directly held by the reporting person. Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021, 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.

Content

Represents restricted stock units granted as director compensation. The restricted stock units 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 2023 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder directly held by the reporting person. Pursuant to the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021, 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.