0001209191-21-048116.txt : 20210723 0001209191-21-048116.hdr.sgml : 20210723 20210723211957 ACCESSION NUMBER: 0001209191-21-048116 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210723 FILED AS OF DATE: 20210723 DATE AS OF CHANGE: 20210723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAZZARELLA KATHLEEN M CENTRAL INDEX KEY: 0001273233 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 211112137 MAIL ADDRESS: STREET 1: C/O GRAYBAR ELECTRIC CO., INC STREET 2: 34 N. MERAMEC AVENUE CITY: CLAYTON STATE: MO ZIP: 63105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Core & Main, Inc. CENTRAL INDEX KEY: 0001856525 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 863149194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1830 CRAIG PARK COURT CITY: ST. LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 314-432-4700 MAIL ADDRESS: STREET 1: 1830 CRAIG PARK COURT CITY: ST. LOUIS STATE: MO ZIP: 63146 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-23 0 0001856525 Core & Main, Inc. CNM 0001273233 MAZZARELLA KATHLEEN M C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS MO 63146 1 0 0 0 Class A Common Stock 82 I By LLC Class B Common Stock and Limited Partnership Interests Class A Common Stock 140885 I By LLC Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units of Management Feeder (the "Common Units") held by the reporting person. Pursuant to the terms of the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), vested Common Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class B common stock of the Issuer and limited partnership interests of Core & Main Holdings, LP, on a one-for-one basis (together, a "Paired Interest"). Upon a redemption of Common Units, the reporting person will also receive a distribution of the Class A common stock allocated to those Common Units. 119,770 of the Common Units are currently vested; one-third of the unvested Common Units will vest on each of the following dates: January 1, 2022, January 1, 2023 and January 1, 2024. Pursuant to the terms of the Exchange Agreement, dated as of July 22, 2021 (the "Exchange Agreement"), Paired Interests are exchangeable at the discretion of the reporting person for shares of the Issuer's 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 the Issuer's Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions, for each partnership interest exchanged, subject to certain exceptions, condition and adjustments. The Class B common stock and limited partnership interests have no expiration date. Exhibit List: Ex.24 - Power of Attorney /s/ Mark Whittenburg, as Attorney-in-Fact for Kathleen M. Mazzarella 2021-07-23 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jackie Marie Burkhardt, Laura Schneider, Mark Witkowski and Mark
Whittenburg, and each of them individually, the undersigned's true and lawful
attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an Officer and/or Director of Core & Main, Inc. (the "Company"), (i) Forms 3,
4 and 5 and any other forms required to be filed in accordance with Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules
thereunder (a "Section 16 Form"), and (ii) a Form ID and any other forms
required to be filed or submitted in accordance with Regulation S-T promulgated
by the United States Securities and Exchange Commission (or any successor
provision) in order to file a Section 16 Form electronically (a "Form ID", and,
together with a Section 16 Form, the "Forms and Schedules");
(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
Schedules, complete and execute any amendment or amendments thereto, and timely
file such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by each such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as he or she may approve in his or her
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or his or
her substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that each such attorney-in-fact is serving in such
capacity at the request of the undersigned, and is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms and Schedules with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney previously granted by the
undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of June, 2021.



By: /s/ Kathleen M. Mazzarella
Kathleen M. Mazzarella