Sec Form 4 Filing - LeClair Stephen O @ Core & Main, Inc. - 2022-08-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LeClair Stephen O 2. Issuer Name and Ticker or Trading Symbol Core & Main, Inc. [ CNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2022 (Street) ST. LOUIS, MO63146 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/16/2022 J V 1,151( 1 ) D $ 0 242 I( 2 ) By LLC Class A Common Stock 08/16/2022 J V 1,151( 1 ) A $ 0 36,893( 3 ) D Class A Common Stock 08/16/2022 C( 4 ) 24,119( 5 ) A $ 0 61,012( 3 ) D Class A Common Stock 08/16/2022 S( 6 ) 25,270 D $ 24.6108( 7 ) 35,742( 3 ) D Class A Common Stock 08/18/2022 C( 8 ) 14,730( 9 ) A $ 0 50,472( 3 ) D Class A Common Stock 08/18/2022 S( 6 ) 14,730 D $ 24.5389( 10 ) 35,742( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 11 )( 12 ) 08/16/2022( 11 )( 12 ) J V 24,119( 5 ) ( 11 )( 12 ) ( 11 )( 12 ) Class A Common Stock 24,119 $ 0 2,367,433 I( 11 ) By LLC Class B Common Stock and Limited Partnership Interests ( 12 ) 08/16/2022( 12 ) J V 24,119( 5 ) ( 12 ) ( 12 ) Class A Common Stock 24,119 $ 0 24,119 D Class B Common Stock and Limited Partnership Interests ( 12 ) 08/16/2022( 12 ) C( 4 ) 24,119( 4 ) ( 12 ) ( 12 ) Class A Common Stock 24,119 $ 0 0 D Class B Common Stock and Limited Partnership Interests ( 11 )( 12 ) 08/18/2022( 11 )( 12 ) J V 14,730( 9 ) ( 11 )( 12 ) ( 11 )( 12 ) Class A Common Stock 14,730 $ 0 2,352,703 I( 11 ) By LLC Class B Common Stock and Limited Partnership Interests ( 12 ) 08/18/2022( 12 ) J V 14,730( 9 ) ( 12 ) ( 12 ) Class A Common Stock 14,730 $ 0 14,730 D Class B Common Stock and Limited Partnership Interests ( 12 ) 08/18/2022( 12 ) C( 8 ) 14,730( 8 ) ( 12 ) ( 12 ) Class A Common Stock 14,730 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeClair Stephen O C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS, MO63146 X Chief Executive Officer Signatures /s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair 08/18/2022 Signature of Reporting Person Date

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"), 1,151 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 1,151 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 35,742 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"), 24,119 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, 24,119 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 24,119 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 11, 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 $24.50 to $24.85 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, 14,730 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, 14,730 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 14,730 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 $24.50 to $24.59 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.

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).

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