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Filing Details

Accession Number:: 0001209191-23-049945
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-09-19 16:19:38
Reporting Period:: 2023-09-19

Accepted Time:: 2023-09-19 16:19:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856525	Core & Main Inc.	CNM	()	E9

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1759120	Cd&R Investment Associates X, Ltd.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1871833	Cd&R Waterworks Holdings, L.p.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1871834	Cd&R Waterworks Holdings Gp, Ltd.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1871835	Cd&R Fund X-A Waterworks B, L.p.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1871836	Cd&R Fund X Waterworks B1, L.p.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1871837	Cd&R Fund X Advisor Waterworks B, L.p.	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No
1874292	Cd&R Waterworks Holdings, Llc	C/O Clayton, Dubilier &Amp; Rice, Llc 375 Park Avenue, 18Th Floor New York NY 10152	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-09-19	68,555	$29.02	395,321	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	10,260,875	$29.02	59,169,191	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	923,190	$29.02	5,323,561	No	4	S	Indirect	By Affiliate
Class A Common Stock	Acquisiton	2023-09-19	6,747,380	$0.00	6,747,380	No	4	C	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	6,747,380	$29.02	0	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	19,043	$29.02	376,278	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	2,850,243	$29.02	56,318,948	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2023-09-19	256,442	$29.02	5,067,119	No	4	S	Indirect	By Affiliate

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate
No	4	C	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate
No	4	S	Indirect	By Affiliate

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-09-19	6,747,380	$0.00	6,747,380	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2023-09-19	1,874,272	$29.02	1,874,272	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
38,908,671			No	4	C	Indirect
37,034,399			No	4	S	Indirect

Footnotes

Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
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 (as defined below) and Fund X-A B (as defined below) (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.
Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1").
Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B").
On September 19, 2023, 6,747,380 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").
Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings").
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.
Represents a purchase of Class A common stock of the Issuer by the Issuer at $29.015 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering.
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.
Represents a redemption of Partnership Interests by Core & Main Holdings, LP at $29.015 per share, the same price per share of Class A common stock of the Issuer paid by the underwriter to the reporting person in the concurrent underwritten offering. In connection with the redemption, the Issuer repurchased a corresponding number of shares of Class B common stock of the Issuer from the reporting person for no additional consideration.