0001209191-24-001481.txt : 20240111 0001209191-24-001481.hdr.sgml : 20240111 20240111182957 ACCESSION NUMBER: 0001209191-24-001481 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240110 FILED AS OF DATE: 20240111 DATE AS OF CHANGE: 20240111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R Investment Associates X, Ltd. CENTRAL INDEX KEY: 0001759120 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530223 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530219 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530220 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530217 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530221 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530222 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40650 FILM NUMBER: 24530218 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] ORGANIZATION NAME: 07 Trade & Services 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 2024-01-10 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 2024-01-10 4 S 0 75847 38.12 D 113429 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 11017766 38.12 D 17311795 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 991289 38.12 D 1557572 I By Affiliate Class A Common Stock 2024-01-10 4 C 0 7465098 0.00 A 7465098 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 7465098 38.12 D 0 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 19043 38.12 D 94386 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 2850243 38.12 D 14461552 I By Affiliate Class A Common Stock 2024-01-10 4 S 0 256442 38.12 D 1301130 I By Affiliate Class A Common Stock 2024-01-10 4 J 0 334556 0.00 D 14126996 I By Affiliate Class A Common Stock 2024-01-10 4 J 0 30101 0.00 D 1271029 I By Affiliate Class B Common Stock and Limited Partnership Interests 2024-01-10 4 C 0 7465098 0.00 D Class A Common Stock 7465098 11163948 I By Affiliate Class B Common Stock and Limited Partnership Interests 2024-01-10 4 S 0 1874272 38.12 D Class A Common Stock 1874272 9289676 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 January 10, 2024, 7,465,098 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 $38.120 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering. On January 10, 2024, Fund X B1 and Fund X-A B distributed 334,556 and 30,101 shares of Class A common stock, respectively, to certain investment professionals who are direct and indirect limited partners of CD&R Investment Associates, the general partner of each limited partner of Fund X B1 and Fund X-A B, who will make charitable contributions of such shares. 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 $38.120 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 2024-01-11 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 2024-01-11 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 2024-01-11 CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 2024-01-11 CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 2024-01-11 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 2024-01-11 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 2024-01-11