0001209191-21-048126.txt : 20210723
0001209191-21-048126.hdr.sgml : 20210723
20210723213033
ACCESSION NUMBER: 0001209191-21-048126
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210723
FILED AS OF DATE: 20210723
DATE AS OF CHANGE: 20210723
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Core & Main Management Feeder, LLC
CENTRAL INDEX KEY: 0001728626
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112166
BUSINESS ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
BUSINESS PHONE: 314-432-4700
MAIL ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Investment Associates X, Ltd.
CENTRAL INDEX KEY: 0001759120
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112170
BUSINESS ADDRESS:
STREET 1: CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212 407 5200
MAIL ADDRESS:
STREET 1: CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings GP, Ltd.
CENTRAL INDEX KEY: 0001871834
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112165
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings, L.P.
CENTRAL INDEX KEY: 0001871833
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112167
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings, LLC
CENTRAL INDEX KEY: 0001874292
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112163
BUSINESS ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X-A Waterworks B, L.P.
CENTRAL INDEX KEY: 0001871835
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112168
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X Waterworks B1, L.P.
CENTRAL INDEX KEY: 0001871836
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112169
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X Advisor Waterworks B, L.P.
CENTRAL INDEX KEY: 0001871837
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 211112164
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Core & Main, Inc.
CENTRAL INDEX KEY: 0001856525
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099]
IRS NUMBER: 863149194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
BUSINESS PHONE: 314-432-4700
MAIL ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-07-23
0
0001856525
Core & Main, Inc.
CNM
0001759120
CD&R Investment Associates X, Ltd.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871836
CD&R Fund X Waterworks B1, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871835
CD&R Fund X-A Waterworks B, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871833
CD&R Waterworks Holdings, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001728626
Core & Main Management Feeder, LLC
1830 CRAIG PARK COURT
ST. LOUIS
MO
63146
0
0
1
0
0001871834
CD&R Waterworks Holdings GP, Ltd.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871837
CD&R Fund X Advisor Waterworks B, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001874292
CD&R Waterworks Holdings, LLC
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
Class A Common Stock
730478
I
By Affiliate
Class A Common Stock
110828476
I
By Affiliate
Class A Common Stock
8341928
I
By Affiliate
Class A Common Stock
41847
I
By Affiliate
Class A Common Stock
8153
I
By Affiliate
Class B Common Stock and Limited Partnership Interests
Class A Common Stock
71854015
I
By Affiliate
Class B Common Stock and Limited Partnership Interests
Class A Common Stock
13999368
I
By Affiliate
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 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.
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").
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 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.
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.
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
2021-07-23
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
2021-07-23
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
2021-07-23
CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2021-07-23
Core & Main Management Feeder, LLC; by: /s/ Mark Witkowski, Vice President
2021-07-23
CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2021-07-23
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
2021-07-23
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
2021-07-23