SEC Form SC 13G filed by Core & Main Inc.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

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

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  654,306

  Sole Dispositive Power

  0

  Shared Dispositive Power

  654,306

  Aggregate Amount Beneficially Owned by Each Reporting Person

  654,306

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  0.4% ⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Based on 167,522,403 shares of Class A common stock of Core & Main, Inc. (the “Issuer”) outstanding as of January 10, 2022, as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4), dated January 5, 2022 (the “Prospectus”), after giving effect to the sale on January 10, 2022 by CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings LLC of certain shares held by them, pursuant to an effective registration statement on Form S-1 (File No. 333-261978) filed with the SEC on January 3, 2022 (the “Offering”).

  Names of Reporting Persons

  CD&R Fund X Waterworks B1, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  97,932,497

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,932,497

  Aggregate Amount Beneficially Owned by Each Reporting Person

  97,932,497

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  58.5% ⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Based on 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering.

  Names of Reporting Persons

  CD&R Fund X-A Waterworks B, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,811,168

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,811,168

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,811,168

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  5.3% ⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Based on 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering.

  Names of Reporting Persons

  CD&R Waterworks Holdings, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  64,398,773 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  64,398,773 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  64,398,773 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  27.8% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 64,398,773 shares of the Issuer’s Class A common stock issuable upon exchange of partnership interests (“Partnership Interests”) of Core & Main Holdings LP (“Holdings”), together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by the Reporting Person, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 64,398,773 shares of the Issuer’s Class A common stock issuable to the Reporting Person, as set forth in the prior footnote.

  Names of Reporting Persons

  Core & Main Management Feeder, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  14,007,521 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  14,007,521 (¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  14,007,521 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  7.7% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 13,999,368 shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by the Reporting Person, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 13,999,368 shares of the Issuer’s Class A common stock issuable to the Reporting Person, as set forth in the prior footnote.

  Names of Reporting Persons

  CD&R Waterworks Holdings, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  64,398,773 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  64,398,773 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  64,398,773 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☒

  Percent of Class Represented by Amount in Row (9)

  27.8% ⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 64,398,773 shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by CD&R Waterworks Holdings, LLC, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 64,398,773 shares of the Issuer’s Class A common stock issuable to CD&R Waterworks Holdings, LLC, as set forth in the prior footnote.

  Names of Reporting Persons

  CD&R Waterworks Holdings G.P., Ltd.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  185,804,265 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  171,796,744 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

185,804,265 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  75.6% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 78,398,141 shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 78,398,141 shares of the Issuer’s Class A common stock issuable to CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, as set forth in the prior footnote.

  Names of Reporting Persons

  CD&R Associates X Waterworks, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  185,804,265 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  171,796,744 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

185,804,265 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  75.6% ⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 78,398,141 shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 78,398,141 shares of the Issuer’s Class A common stock issuable to CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, as set forth in the prior footnote.

  Names of Reporting Persons

  CD&R Investment Associates X, Ltd.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  185,804,265 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  171,796,744 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

185,804,265 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  75.6% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 78,398,141 shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

Based on an aggregate of 167,522,403 shares of the Issuer’s Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as 78,398,141 shares of the Issuer’s Class A common stock issuable to CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC, as set forth in the prior footnote.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

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

CD&R Fund X Waterworks B1, L.P.(c)

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

CD&R Waterworks Holdings LLC(e)

CD&R Waterworks Holdings, L.P.(e)

Core & Main Management Feeder, LLC(f)

CD&R Waterworks Holdings G.P., Ltd.(b)(c)(d)(e)(f)

CD&R Associates X Waterworks, L.P.(b)(c)(d)(e)(f)

CD&R Investment Associates X, Ltd.(b)(c)(d)(e)(f)

Based on 167,522,403 shares of Class A common stock outstanding as of January 10, 2022, as set forth in the Prospectus, after giving effect to the Offering, as well as shares of the Issuer’s Class A common stock issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, beneficially owned by such Reporting Person, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions.

654,306 shares of the Issuer’s Class A common stock are held directly by CD&R Fund X Advisor Waterworks B, L.P. (“Fund X Advisor”) and may be deemed to be beneficially owned by CD&R Waterworks Holdings GP, Ltd. (“CD&R Waterworks Holdings GP”), as the general partner of Fund X Advisor, CD&R Associates X Waterworks, L.P. (“CD&R Associates X Waterworks”), 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 Waterworks. Each of CD&R Waterworks Holdings GP, CD&R Associates X Waterworks and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Fund X Advisor.

97,932,497 shares of the Issuer’s Class A common stock are held directly by CD&R Fund X Waterworks B1, L.P. (“Fund X Waterworks B1”) and may be deemed to be beneficially owned by CD&R Waterworks Holdings GP, as the general partner of Fund X Waterworks B1, CD&R Associates X Waterworks, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X Waterworks. Each of CD&R Waterworks Holdings GP, CD&R Associates X Waterworks and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Fund X Waterworks B1.

8,811,168 shares of the Issuer’s Class A common stock are held directly by CD&R Fund X-A Waterworks B, L.P. (“Fund X-A”) and may be deemed to be beneficially owned by CD&R Waterworks Holdings GP, as the general partner of Fund X-A, CD&R Associates X Waterworks, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X Waterworks. Each of CD&R Waterworks Holdings GP, CD&R Associates X Waterworks and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Fund X-A.

64,398,773 shares of the Issuer’s Class A common stock are issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by CD&R Waterworks Holdings LLC (“Waterworks Holdings LLC”), 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. These securities may be deemed to be beneficially owned by CD&R Waterworks Holdings, L.P. (“Waterworks Holdings LP”), as the sole member and manager of Waterworks Holdings LLC, CD&R Waterworks Holdings GP, as the general partner of Waterworks Holdings LP, CD&R Associates X Waterworks, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X Waterworks. Each of Waterworks Holdings LP, CD&R Waterworks Holdings GP, CD&R Associates X Waterworks and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Waterworks Holdings LLC.

8,153 shares of the Issuer’s Class A common stock are directly held by Core & Main Management Feeder LLC (“Management Feeder”) and 13,999,368 shares of the Issuer’s Class A common stock are issuable upon exchange of Partnership Interests of Holdings, together with the retirement of an equal number of shares of Class B common stock of the Issuer, held directly by Management Feeder, 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 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 customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. These securities may be deemed to be beneficially owned by CD&R Waterworks Holdings GP, as the manager of Management Feeder, CD&R Associates X Waterworks, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X Waterworks. Each of CD&R Waterworks Holdings GP, CD&R Associates X Waterworks and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Management Feeder. Investment decisions with respect to the securities held by Management Feeder are made by the holders of Management Feeder common units in respect of the corresponding number of shares into which its common units are exchangeable.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Rima Simson

/s/ Mark Witkowski