CD&R Investment Associates X, Ltd. - Jan 10, 2022 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role
10%+ Owner
Signature
CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
Stock symbol
CNM
Transactions as of
Jan 10, 2022
Transactions value $
-$502,320,000
Form type
4
Date filed
1/12/2022, 05:01 PM
Previous filing
Aug 13, 2021
Next filing
Sep 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNM Class A Common Stock Sale -$1.91M -76.2K -10.43% $25.12 654K Jan 10, 2022 By Affiliate F1, F2
transaction CNM Class A Common Stock Sale -$286M -11.4M -10.43% $25.12 97.9M Jan 10, 2022 By Affiliate F2, F3
transaction CNM Class A Common Stock Sale -$25.8M -1.03M -10.43% $25.12 8.81M Jan 10, 2022 By Affiliate F2, F4
transaction CNM Class A Common Stock Conversion of derivative security $0 +7.46M +17815.48% $0.00 7.5M Jan 10, 2022 By Affiliate F5, F6, F7
transaction CNM Class A Common Stock Sale -$188M -7.5M -100% $25.12 0 Jan 10, 2022 By Affiliate F6, F7
holding CNM Class A Common Stock 8.15K Jan 10, 2022 By Affiliate F8, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -7.46M -10.38% $0.00 64.4M Jan 10, 2022 Class A Common Stock 7.46M By Affiliate F5, F6, F7, F10
holding CNM Class B Common Stock and Limited Partnership Interests 14M Jan 10, 2022 Class A Common Stock 14M By Affiliate F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
F2 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 and Fund X-A B (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.
F3 Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1").
F4 Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B").
F5 On January 10, 2022, 7,455,242 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").
F6 Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings").
F7 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.
F8 Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") on behalf of holders of common units of Management Feeder (the "Common Units"). Pursuant to the terms of, and subject to the restrictions and conditions set forth in, the Third Amended and Restated Limited Liability Company Agreement of Management Feeder, vested Common Units are redeemable at the discretion of the holder for limited partnership interests of Core & Main Holdings, LP and shares of Class B common stock of the Issuer on a one-for-one basis, and have no expiration date. Upon a redemption of Common Units, a holder will also receive a distribution of the Class A common stock allocated to those Common Units.
F9 CD&R Waterworks Holdings GP, as the manager of Management Feeder, 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 Management Feeder. 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 Management Feeder, except to the extent of its pecuniary interest therein.
F10 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.