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