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Filing Details

Accession Number:: 0001209191-24-001481
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-01-11 18:29:57
Reporting Period:: 2024-01-10

Accepted Time:: 2024-01-11 18:29:57
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	2024-01-10	75,847	$38.12	113,429	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	11,017,766	$38.12	17,311,795	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	991,289	$38.12	1,557,572	No	4	S	Indirect	By Affiliate
Class A Common Stock	Acquisiton	2024-01-10	7,465,098	$0.00	7,465,098	No	4	C	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	7,465,098	$38.12	0	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	19,043	$38.12	94,386	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	2,850,243	$38.12	14,461,552	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	256,442	$38.12	1,301,130	No	4	S	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	334,556	$0.00	14,126,996	No	4	J	Indirect	By Affiliate
Class A Common Stock	Disposition	2024-01-10	30,101	$0.00	1,271,029	No	4	J	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
No	4	J	Indirect	By Affiliate
No	4	J	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	2024-01-10	7,465,098	$0.00	7,465,098	$0.00
Class A Common Stock	Class B Common Stock and Limited Partnership Interests	Disposition	2024-01-10	1,874,272	$38.12	1,874,272	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,163,948			No	4	C	Indirect
9,289,676			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 January 10, 2024, 7,465,098 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 $38.120 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering.
On January 10, 2024, Fund X B1 and Fund X-A B distributed 334,556 and 30,101 shares of Class A common stock, respectively, to certain investment professionals who are direct and indirect limited partners of CD&R Investment Associates, the general partner of each limited partner of Fund X B1 and Fund X-A B, who will make charitable contributions of such shares.
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 $38.120 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.