0001209191-23-049945.txt : 20230919 0001209191-23-049945.hdr.sgml : 20230919 20230919161938 ACCESSION NUMBER: 0001209191-23-049945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230919 FILED AS OF DATE: 20230919 DATE AS OF CHANGE: 20230919 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264047 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264050 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264051 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264048 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264052 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264053 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 231264049 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 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-19 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 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 0 Class A Common Stock 2023-09-19 4 S 0 68555 29.015 D 395321 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 10260875 29.015 D 59169191 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 923190 29.015 D 5323561 I By Affiliate Class A Common Stock 2023-09-19 4 C 0 6747380 0.00 A 6747380 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 6747380 29.015 D 0 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 19043 29.015 D 376278 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 2850243 29.015 D 56318948 I By Affiliate Class A Common Stock 2023-09-19 4 S 0 256442 29.015 D 5067119 I By Affiliate Class B Common Stock and Limited Partnership Interests 2023-09-19 4 C 0 6747380 0.00 D Class A Common Stock 6747380 38908671 I By Affiliate Class B Common Stock and Limited Partnership Interests 2023-09-19 4 S 0 1874272 29.015 D Class A Common Stock 1874272 37034399 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 (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 September 19, 2023, 6,747,380 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 $29.015 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering. 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 $29.015 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. CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 2023-09-19 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 2023-09-19 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 2023-09-19 CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 2023-09-19 CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 2023-09-19 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 2023-09-19 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 2023-09-19