| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CNM | Class A Common Stock | Sale | $2,891,288 | -75,847 | -40% | $38.12 | 113,429 | 10 Jan 2024 | By Affiliate | F1, F2 |
| transaction | CNM | Class A Common Stock | Sale | $419,997,240 | -11,017,766 | -39% | $38.12 | 17,311,795 | 10 Jan 2024 | By Affiliate | F2, F3 |
| transaction | CNM | Class A Common Stock | Sale | $37,787,937 | -991,289 | -39% | $38.12 | 1,557,572 | 10 Jan 2024 | By Affiliate | F2, F4 |
| transaction | CNM | Class A Common Stock | Conversion of derivative security | $0 | +7,465,098 | $0.000000 | 7,465,098 | 10 Jan 2024 | By Affiliate | F5, F6, F7 | |
| transaction | CNM | Class A Common Stock | Sale | $284,569,536 | -7,465,098 | -100% | $38.12 | 0 | 10 Jan 2024 | By Affiliate | F6, F7 |
| transaction | CNM | Class A Common Stock | Sale | $725,919 | -19,043 | -17% | $38.12 | 94,386 | 10 Jan 2024 | By Affiliate | F1, F2, F8 |
| transaction | CNM | Class A Common Stock | Sale | $108,651,263 | -2,850,243 | -16% | $38.12 | 14,461,552 | 10 Jan 2024 | By Affiliate | F2, F3, F8 |
| transaction | CNM | Class A Common Stock | Sale | $9,775,569 | -256,442 | -16% | $38.12 | 1,301,130 | 10 Jan 2024 | By Affiliate | F2, F4, F8 |
| transaction | CNM | Class A Common Stock | Other | $0 | -334,556 | -2.3% | $0.000000 | 14,126,996 | 10 Jan 2024 | By Affiliate | F2, F3, F9 |
| transaction | CNM | Class A Common Stock | Other | $0 | -30,101 | -2.3% | $0.000000 | 1,271,029 | 10 Jan 2024 | By Affiliate | F2, F4, F9 |
| 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 | -7,465,098 | -40% | $0.000000 | 11,163,948 | 10 Jan 2024 | Class A Common Stock | 7,465,098 | By Affiliate | F5, F6, F7, F10 | |
| transaction | CNM | Class B Common Stock and Limited Partnership Interests | Sale | $71,447,249 | -1,874,272 | -17% | $38.12 | 9,289,676 | 10 Jan 2024 | Class A Common Stock | 1,874,272 | By Affiliate | F6, F7, F10, F11 |
| 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 (as defined below) and Fund X-A B (as defined below) (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, 2024, 7,465,098 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 a purchase of Class A common stock of the Issuer by the Issuer at $38.120 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering. |
| F9 | On January 10, 2024, Fund X B1 and Fund X-A B distributed 334,556 and 30,101 shares of Class A common stock, respectively, to certain investment professionals who are direct and indirect limited partners of CD&R Investment Associates, the general partner of each limited partner of Fund X B1 and Fund X-A B, who will make charitable contributions of such shares. |
| 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. |
| F11 | Represents a redemption of Partnership Interests by Core & Main Holdings, LP at $38.120 per share, the same price per share of Class A common stock of the Issuer paid by the underwriter to the reporting person in the concurrent underwritten offering. In connection with the redemption, the Issuer repurchased a corresponding number of shares of Class B common stock of the Issuer from the reporting person for no additional consideration. |