Form 4 for CNM Core & Main, Inc.
Accepted 2022-09-21 00:00:00 ET · period of report 2022-09-19 · accession 0001209191-22-050942 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-09-21 | 2022-09-19 | CNM | CD&R Fund X Waterworks B1, L.P. | 10% | C - Cnv Deriv | $0.00 | +4.12M | 4.12M | New | $0 |
| DMI | 2022-09-21 | 2022-09-19 | CNM | CD&R Fund X Waterworks B1, L.P. | 10% | S - Sale | $23.53 | -11.00M | 91.66M | -11% | -$258.83M |
| DI | 2022-09-21 | 2022-09-19 | CNM | CD&R Fund X Waterworks B1, L.P. | 10% | C - Cnv Deriv | $0.00 | -4.12M | 60.28M | -6% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-09-19 | C | A | 4,123,399 | $0.00 | 4,123,399 | I By Affiliate | — | — | (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. (F6) Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings"). |
| 2 | Common | Class A Common Stock | 2022-09-19 | S | D | 564,171 | $23.53 | 8,246,997 | I By Affiliate | — | — | (F4) Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A 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. |
| 3 | Common | Class A Common Stock | 2022-09-19 | S | D | 41,895 | $23.53 | 612,411 | I By Affiliate | — | — | (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. (F1) Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B"). |
| 4 | Common | Class A Common Stock | 2022-09-19 | S | D | 4,123,399 | $23.53 | 0 | I By Affiliate | — | — | (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. (F6) Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings"). |
| 5 | Common | Class A Common Stock | 2022-09-19 | S | D | 6,270,535 | $23.53 | 91,661,962 | I By Affiliate | — | — | (F3) Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1"). (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. |
| 6 | Derivative | Class B Common Stock and Limited Partnership Interests | 2022-09-19 | C | D | 4,123,399 | $0.00 | 60,275,374 | I By Affiliate | — · — to — | 4,123,399 Class A Common Stock | (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. (F6) Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings"). (F8) 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. |