Form 4: Core & Main Executive Mark Whittenburg Executes Unit Redemption, Stock Exchange, and Sells Shares Under 10b5-1 Plan
SEC Form 4
Core & Main's General Counsel and Secretary, Mark Whittenburg, redeemed units for Class A common stock, exchanged Class B common stock and limited partnership interests for Class A common stock, and sold 50,000 shares of Class A common stock under a pre-arranged trading plan.
Summary
- On March 22, 2024, Mark Whittenburg, General Counsel and Secretary of Core & Main, Inc., engaged in several transactions involving the company's stock.
- He redeemed 60 vested common units for 60 shares of Class A common stock.
- He also redeemed 49,940 vested units for 49,940 Paired Interests (Class B common stock and limited partnership interests).
- Whittenburg then exchanged 49,940 shares of Class B common stock and limited partnership interests for 49,940 shares of Class A common stock.
- Additionally, he sold 50,000 shares of Class A common stock at a weighted average price of $57.9121 per share, under a Rule 10b5-1 trading plan adopted on December 19, 2023.
- Following these transactions, Whittenburg directly owns 12,933 shares of Class A common stock (including restricted stock units) and indirectly owns 449,264 shares through Management Feeder LLC.
- He also directly owns 49,940 Paired Interests.
Sentiment
Score: 5
Explanation: The document is a standard regulatory filing detailing insider transactions. It doesn't convey any particular positive or negative sentiment about the company's performance or prospects.
Industry Context
This Form 4 filing is a routine disclosure of insider transactions. It's common for executives to have pre-arranged trading plans (Rule 10b5-1) to sell shares over time, which helps avoid accusations of trading on inside information. The unit redemptions and stock exchanges are related to the company's ownership structure and incentive plans.
Stakeholder Impact
- The sale of shares by an executive could be perceived negatively by some shareholders, although the existence of a 10b5-1 plan mitigates this concern.
- The transactions do not have a direct impact on employees, customers, suppliers, or creditors.
Key Dates
| Date | Description |
|---|---|
| 2021-07-22 | Date of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC. |
| 2021-07-22 | Date of the exchange agreement. |
| 2022-03-11 | Date of RSU grant that vests on March 11, 2025. |
| 2023-03-10 | Date of RSU grant that vests in two equal installments on March 10, 2025 and March 10, 2026. |
| 2023-12-19 | Date the reporting person adopted a Rule 10b5-1 trading plan. |
| 2024-03-07 | Date of RSU grant that vests in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. |
| 2024-03-22 | Date of unit redemption, stock exchange, and stock sale transactions. |
| 2025-03-07 | First vesting date of RSU grant on March 7, 2024. |
| 2025-03-10 | First vesting date of RSU grant on March 10, 2023. |
| 2025-03-11 | Vesting date of RSU grant on March 11, 2022. |
| 2026-03-07 | Second vesting date of RSU grant on March 7, 2024. |
| 2026-03-10 | Second vesting date of RSU grant on March 10, 2023. |
| 2027-03-07 | Third vesting date of RSU grant on March 7, 2024. |
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