Form 3 Core & Main, Inc. For: Jul 23 Filed by: Core & Main Management Feeder, LLC

July 23, 2021 9:31 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
07/23/2021
3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 730,478
I (1) (2)
By Affiliate
Class A Common Stock 110,828,476
I (2) (3)
By Affiliate
Class A Common Stock 8,341,928
I (2) (4)
By Affiliate
Class A Common Stock 41,847
I (5) (6)
By Affiliate
Class A Common Stock 8,153
I (7) (8)
By Affiliate
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock and Limited Partnership Interests   (9)   (9) Class A Common Stock 71,854,015 (9) I (5) (6) By Affiliate
Class B Common Stock and Limited Partnership Interests   (9)   (9) Class A Common Stock 13,999,368 (9) I (7) (8) By Affiliate
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. Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings").
6. 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.
7. 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.
8. 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.
9. Pursuant to the terms of an exchange agreement, dated as of July 22, 2021, limited partnership interests of Core & Main Holdings, LP, together with a corresponding number of shares of Class B common stock of the Issuer, held by the reporting persons 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.
CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021
** Signature of Reporting Person Date
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 07/23/2021
** Signature of Reporting Person Date
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 07/23/2021
** Signature of Reporting Person Date
CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021
** Signature of Reporting Person Date
Core & Main Management Feeder, LLC; by: /s/ Mark Witkowski, Vice President 07/23/2021
** Signature of Reporting Person Date
CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021
** Signature of Reporting Person Date
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 07/23/2021
** Signature of Reporting Person Date
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 07/23/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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