Sec Form 3 Filing - CD&R Investment Associates X, Ltd. @ Core & Main, Inc. - 2021-07-23

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CD&R Investment Associates X, Ltd. 2. Issuer Name and Ticker or Trading Symbol Core & Main, Inc. [ CNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, LLC, 375 PARK AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2021 (Street) NEW YORK, NY10152 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 730,478 I ( 1 ) ( 2 ) By Affiliate Class A Common Stock 110,828,476 I ( 2 ) ( 3 ) By Affiliate Class A Common Stock 8,341,928 I ( 2 ) ( 4 ) By Affiliate Class A Common Stock 41,847 I ( 5 ) ( 6 ) By Affiliate Class A Common Stock 8,153 I ( 7 ) ( 8 ) By Affiliate

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Da te (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock and Limited Partnership Interests ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 71,854,015 I ( 5 ) ( 6 ) By Affiliate Class B Common Stock and Limited Partnership Interests ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 13,999,368 I ( 7 ) ( 8 ) By Affiliate

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CD&R Investment Associates X, Ltd. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X CD&R Fund X Waterworks B1, L.P. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X CD&R Fund X-A Waterworks B, L.P. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X CD&R Waterworks Holdings, L.P. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X Core & Main Management Feeder, LLC 1830 CRAIG PARK COURT ST. LOUIS, MO63146 X CD&R Waterworks Holdings GP, Ltd. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X CD&R Fund X Advisor Waterworks B, L.P. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X CD&R Waterworks Holdings, LLC C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY10152 X Signatures CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date CD&R Fund X Waterworks B1, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date CD&R Fund X-A Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date Core & Main Management Feeder, LLC; by: /s/ Mark Witkowski, Vice President 07/23/2021 Signature of Reporting Person Date CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date CD&R Fund X Advisor Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date CD&R Waterworks Holdings, LLC; by CD&R Waterworks Holdings, L.P., the Manager; by CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary 07/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B"). ( 2 )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 )Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1"). ( 4 )Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B"). ( 5 )Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings"). ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )Pursuant to the terms of an exchange agreement, dated as of July 22, 2021, limited partnership interests of Core & Main Holdings, LP, together with a corresponding number of shares of Class B common stock of the Issuer, held by the reporting persons 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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