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).
1. Name and Address of Reporting Person*
CD&R Investment Associates X, Ltd.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 01/10/2022 S 76,172 D $25.116 654,306 I(1)(2) By Affiliate
Class A Common Stock 01/10/2022 S 11,400,972 D $25.116 97,932,497 I(2)(3) By Affiliate
Class A Common Stock 01/10/2022 S 1,025,767 D $25.116 8,811,168 I(2)(4) By Affiliate
Class A Common Stock 01/10/2022 C(5) 7,455,242 A $0.00 7,497,089 I(6)(7) By Affiliate
Class A Common Stock 01/10/2022 S 7,497,089 D $25.116 0 I(6)(7) By Affiliate
Class A Common Stock 8,153 I(8)(9) By Affiliate
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 (10) 01/10/2022 C(5) 7,455,242 (10) (10) Class A Common Stock 7,455,242 $0.00 64,398,773 I(6)(7) By Affiliate
Class B Common Stock and Limited Partnership Interests (10) (10) (10) Class A Common Stock 13,999,368 13,999,368 I(8)(9) By Affiliate
1. Name and Address of Reporting Person*
CD&R Investment Associates X, Ltd.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Fund X Waterworks B1, L.P.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Fund X-A Waterworks B, L.P.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Waterworks Holdings, L.P.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Core & Main Management Feeder, LLC

(Last) (First) (Middle)
1830 CRAIG PARK COURT

(Street)
ST. LOUIS MO 63146

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Waterworks Holdings GP, Ltd.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Fund X Advisor Waterworks B, L.P.

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Waterworks Holdings, LLC

(Last) (First) (Middle)
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
Explanation of Responses:
1. Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
2. CD&R Waterworks Holdings GP, Ltd. ("CD&R Waterworks Holdings GP"), as the general partner of each of Fund X Advisor B, Fund X B1 and Fund X-A B (collectively, the "CD&R Blocker Fund AIVs"), CD&R Associates X Waterworks, L.P. ("CD&R Associates X"), as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates X, Ltd. ("CD&R Investment Associates"), as the general partner of CD&R Associates X, may be deemed to beneficially own the securities held by the CD&R Blocker Fund AIVs. Each of CD&R Waterworks Holdings GP, CD&R Associates X and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by the CD&R Blocker Fund AIVs, except to the extent of its pecuniary interest therein.
3. Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1").
4. Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B").
5. On January 10, 2022, 7,455,242 limited partner interests of Core & Main Holdings, LP ("Partnership Interests") held directly by the reporting person, together with the retirement of a corresponding number of shares of Class B common stock of the Issuer, were exchanged for shares of Class A common stock of the Issuer on a one-for-one basis pursuant to an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement").
6. Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings").
7. CD&R Waterworks Holdings, L.P. ("Waterworks Holdings, L.P."), as the sole member and manager of Waterworks Holdings, CD&R Waterworks Holdings GP, as the general partner of Waterworks Holdings, L.P., CD&R Associates X, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X, may be deemed to beneficially own the securities held by Waterworks Holdings. Each of Waterworks Holdings, L.P., CD&R Waterworks Holdings GP, CD&R Associates X and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Waterworks Holdings, except to the extent of its pecuniary interest therein.
8. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") on behalf of holders of common units of Management Feeder (the "Common Units"). Pursuant to the terms of, and subject to the restrictions and conditions set forth in, the Third Amended and Restated Limited Liability Company Agreement of Management Feeder, vested Common Units are redeemable at the discretion of the holder for limited partnership interests of Core & Main Holdings, LP and shares of Class B common stock of the Issuer on a one-for-one basis, and have no expiration date. Upon a redemption of Common Units, a holder will also receive a distribution of the Class A common stock allocated to those Common Units.
9. CD&R Waterworks Holdings GP, as the manager of Management Feeder, CD&R Associates X, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X, may be deemed to beneficially own the securities held by Management Feeder. Each of CD&R Waterworks Holdings GP, CD&R Associates X and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Management Feeder, except to the extent of its pecuniary interest therein.
10. Pursuant to the terms of the Exchange Agreement, Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock of the Issuer, held by the reporting person 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, conditions and adjustments, and have no expiration date.
Remarks:
CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
CD&R Fund X Waterworks B1, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
CD&R Fund X-A Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
Core & Main Management Feeder, LLC; by: /s/ Mark Witkowski, Vice President 01/12/2022
CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
CD&R Fund X Advisor Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
CD&R Waterworks Holdings, LLC; by CD&R Waterworks Holdings, L.P., the Manager; by CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 01/12/2022
** 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).
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