Form 3 Core & Main, Inc. For: Jul 23 Filed by: Cowles Bradford A

July 23, 2021 9:13 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Cowles Bradford A

(Last) (First) (Middle)

ST. LOUIS MO 63146

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Fire Protection
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 639
I (1)
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   (1) (2)   (1) (2) Class A Common Stock 1,097,817 (1) (2) I (1) (2) By LLC
Explanation of Responses:
1. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units of Management Feeder (the "Common Units") held by the reporting person. Pursuant to the terms of the Third Amended and Restated LLC Agreement of Management Feeder, dated as of July 22, 2021 (as amended, the "LLC Agreement"), vested Common Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class B common stock of the Issuer and limited partnership interests of Core & Main Holdings, LP, on a one-for-one basis (together, a "Paired Interest"). Upon a redemption of Common Units, the reporting person will also receive a distribution of the Class A common stock allocated to those Common Units. 717,071 of the Common Units are currently vested; half of the remaining Common Units will vest on August 1, 2021; and the other half will vest on August 1, 2022.
2. Pursuant to the terms of the Exchange Agreement, dated as of July 22, 2021 (the "Exchange Agreement"), Paired Interests 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, condition and adjustments. The Class B common stock and limited partnership interests have no expiration date.
Exhibit List:

Ex.24 - Power of Attorney
/s/ Mark Whittenburg, as Attorney-in-Fact for Bradford A. Cowles 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.

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jackie Marie Burkhardt, Laura Schneider, Mark Witkowski and Mark
Whittenburg, and each of them individually, the undersigned's true and lawful
attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an Officer and/or Director of Core & Main, Inc. (the "Company"), (i) Forms 3,
4 and 5 and any other forms required to be filed in accordance with Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules
thereunder (a "Section 16 Form"), and (ii) a Form ID and any other forms
required to be filed or submitted in accordance with Regulation S-T promulgated
by the United States Securities and Exchange Commission (or any successor
provision) in order to file a Section 16 Form electronically (a "Form ID", and,
together with a Section 16 Form, the "Forms and Schedules");
(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
Schedules, complete and execute any amendment or amendments thereto, and timely
file such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and 
(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by each such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as he or she may approve in his or her
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or his or
her substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that each such attorney-in-fact is serving in such
capacity at the request of the undersigned, and is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms and Schedules with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney previously granted by the
undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of June, 2021.

By: /s/ Bradford A. Cowles	
Bradford A. Cowles


Serious News for Serious Traders! Try Premium Free!

You May Also Be Interested In

Related Categories

SEC Filings