4//SEC Filing
CD&R Investment Associates X, Ltd. 4
Accession 0001209191-24-002241
CIK 0001856525other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 5:25 PM ET
Size
37.7 KB
Accession
0001209191-24-002241
Insider Transaction Report
Form 4
CD&R Investment Associates X, Ltd.
10% Owner
Transactions
- Sale
Class A Common Stock
2024-01-25$40.98/sh−1,014,587$41,582,848→ 256,442 total(indirect: By Affiliate) - Conversion
Class A Common Stock
2024-01-25+7,415,404→ 7,415,404 total(indirect: By Affiliate) - Sale
Class A Common Stock
2024-01-25$40.98/sh−7,415,404$303,920,333→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2024-01-25$40.98/sh−11,276,753$462,177,722→ 2,850,243 total(indirect: By Affiliate) - Sale
Class A Common Stock
2024-01-25$40.98/sh−19,043$780,477→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2024-01-25$40.98/sh−2,850,243$116,817,209→ 0 total(indirect: By Affiliate) - Sale
Class A Common Stock
2024-01-25$40.98/sh−256,442$10,510,275→ 0 total(indirect: By Affiliate) - Conversion
Class B Common Stock and Limited Partnership Interests
2024-01-25−7,415,404→ 1,874,272 total(indirect: By Affiliate)→ Class A Common Stock (7,415,404 underlying) - Sale
Class B Common Stock and Limited Partnership Interests
2024-01-25$38.12/sh−1,874,272$71,447,249→ 0 total(indirect: By Affiliate)→ Class A Common Stock (1,874,272 underlying) - Sale
Class A Common Stock
2024-01-25$40.98/sh−75,343$3,087,933→ 19,043 total(indirect: By Affiliate)
Footnotes (10)
- [F1]Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
- [F10]Represents a redemption of Partnership Interests by Core & Main Holdings, LP at $40.985 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.
- [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 25, 2024, 7,415,404 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 $40.985 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering.
- [F9]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.
Documents
Issuer
Core & Main, Inc.
CIK 0001856525
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001759120
Filing Metadata
- Form type
- 4
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 5:25 PM ET
- Size
- 37.7 KB