4//SEC Filing
Core & Main Management Feeder, LLC 4
Accession 0001209191-22-003106
CIK 0001856525other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 6:01 PM ET
Size
34.0 KB
Accession
0001209191-22-003106
Insider Transaction Report
Form 4
CD&R Waterworks Holdings, LLC
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying)
Holdings
- 8,153(indirect: By Affiliate)
Class A Common Stock
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying)
CD&R Investment Associates X, Ltd.
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying)
Holdings
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying) - 8,153(indirect: By Affiliate)
Class A Common Stock
CD&R Waterworks Holdings, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying)
Holdings
- 8,153(indirect: By Affiliate)
Class A Common Stock
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying)
Core & Main Management Feeder, LLC
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate)
Holdings
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying) - 8,153(indirect: By Affiliate)
Class A Common Stock
CD&R Waterworks Holdings GP, Ltd.
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying)
Holdings
- 8,153(indirect: By Affiliate)
Class A Common Stock
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying)
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying)
Holdings
- 8,153(indirect: By Affiliate)
Class A Common Stock
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying)
CD&R Fund X Waterworks B1, L.P.
10% Owner
Transactions
- Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate)
Holdings
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying) - 8,153(indirect: By Affiliate)
Class A Common Stock
CD&R Fund X-A Waterworks B, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2022-01-10$25.12/sh−76,172$1,913,136→ 654,306 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−1,025,767$25,763,164→ 8,811,168 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2022-01-10−7,455,242→ 64,398,773 total(indirect: By Affiliate)→ Class A Common Stock (7,455,242 underlying) - Sale
Class A Common Stock
2022-01-10$25.12/sh−11,400,972$286,346,813→ 97,932,497 total(indirect: By Affiliate) - Sale
Class A Common Stock
2022-01-10$25.12/sh−7,497,089$188,296,887→ 0 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2022-01-10+7,455,242→ 7,497,089 total(indirect: By Affiliate)
Holdings
- 13,999,368(indirect: By Affiliate)
Class B Common Stock and Limited Partnership Interests
→ Class A Common Stock (13,999,368 underlying) - 8,153(indirect: By Affiliate)
Class A Common Stock
Footnotes (10)
- [F1]Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
- [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.
- [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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001728626
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 6:01 PM ET
- Size
- 34.0 KB