Core & Main (CNM) Form 3/A Initial statement of insider ownership (amended)

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^*

CD&R Investment Associates X, Ltd.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/23/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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^*

CD&R Investment Associates X, Ltd.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Fund X Waterworks B1, L.P.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Fund X-A Waterworks B, L.P.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Waterworks Holdings, L.P.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Core & Main Management Feeder, LLC

(Last) (First) (Middle)

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MO 63146

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Waterworks Holdings GP, Ltd.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Fund X Advisor Waterworks B, L.P.

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Waterworks Holdings, LLC

(Last) (First) (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC

375 PARK AVENUE, 18TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

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
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