SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2021 | 3. Issuer Name and Ticker or Trading Symbol Core & Main, Inc. [ CNM ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 07/23/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 109,333,469 | I(1)(2) | By Affiliate |
| Class A Common Stock | 9,836,935 | I(2)(3) | By Affiliate |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1"). |
| 2. CD&R Waterworks Holdings GP, Ltd. ("CD&R Waterworks Holdings GP"), as the general partner of each of Fund X B1 and Fund X-A B (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. |
| 3. Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B"). |
| Remarks: |
| This Form 3 Amendment is being filed to correct the number of shares of Class A Common Stock held by Fund X B1 and Fund X-A B, which were inadvertently misstated on the Form 3 filed on July 23, 2021. |
| CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary | 08/18/2021 | |
| 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 | 08/18/2021 | |
| 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 | 08/18/2021 | |
| CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary | 08/18/2021 | |
| Core & Main Management Feeder, LLC; by: /s/ Mark Witkowski, Vice President | 08/18/2021 | |
| CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary | 08/18/2021 | |
| 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 | 08/18/2021 | |
| 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 | 08/18/2021 | |
| ** 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 5 (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. | ||