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 Insider Title 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
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
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
  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 (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.
  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 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").
  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 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.
  9. 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.
  10. 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.