SEC Form SC 13G/A filed by Core & Main Inc. (Amendment)

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

  612,411

  Sole Dispositive Power

  0

  Shared Dispositive Power

  612,411

  Aggregate Amount Beneficially Owned by Each Reporting Person

  612,411

  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 172,399,331 shares of Class A common stock of Core & Main, Inc. (the “Issuer”) outstanding as of December 9, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended October 30, 2022 filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2022 (the “Form 10-Q”).

  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

  91,661,962

  Sole Dispositive Power

  0

  Shared Dispositive Power

  91,661,962

  Aggregate Amount Beneficially Owned by Each Reporting Person

  91,661,962

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

  ☒

  Percent of Class Represented by Amount in Row (9)

  53.2% ⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Based on 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q.

  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

  8,246,997

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,246,997

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,246,997

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

  ☒

  Percent of Class Represented by Amount in Row (9)

  4.8% ⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Based on 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q.

  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

  60,275,374 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  60,275,374 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  60,275,374 ⁽¹⁾

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

  ☒

  Percent of Class Represented by Amount in Row (9)

  25.9% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 60,275,374 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

  13,228,739 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,228,739 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,228,739 ⁽¹⁾

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

  ☒

  Percent of Class Represented by Amount in Row (9)

  7.1% ⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 13,223,551 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 13,223,551 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

  60,275,374 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  60,275,374 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  60,275,374 ⁽¹⁾

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

  ☒

  Percent of Class Represented by Amount in Row (9)

  25.9% ⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 60,275,374 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

  174,025,483 ⁽¹⁾⁽²⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  160,796,744 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  174,025,483 ⁽¹⁾⁽²⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  70.8% ⁽³⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 13,223,551 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 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Includes 60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 73,498,925 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 footnotes.

  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

  174,025,483 ⁽¹⁾⁽²⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  160,796,744 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  174,025,483 ⁽¹⁾⁽²⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  70.8% ⁽³⁾

  Type of Reporting Person (See Instructions)

  PN

Includes 13,223,551 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 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Includes 60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 73,498,925 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 footnotes.

  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

  174,025,483 ⁽¹⁾⁽²⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  160,796,744 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  174,025,483 ⁽¹⁾⁽²⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  70.8% ⁽³⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 13,223,551 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 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Includes 60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

Based on an aggregate of 172,399,331 shares of the Issuer’s Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, as well as 73,498,925 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 footnotes.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

1830 Craig Park Court

St. Louis, Missouri 63146

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

Percent of
Class(a)

Voting Power

Dispositive Power

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 172,399,331 shares of Class A common stock outstanding as of December 9, 2022, as reported in the Form 10-Q, 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis.

612,411 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.

91,661,962 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.

8,246,997 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.

60,275,374 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis. 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.

5,188 shares of the Issuer’s Class A common stock are directly held by Core & Main Management Feeder LLC (“Management Feeder”) and 13,223,551 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, as well as any adjustment on account of any discrepancy in distributions made to such holder not made on a pro rata basis. 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