CDW Corp — Director's Dealing 2013

Dec 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2013-12-18

Reporting Person: Providence Equity Partners VI L.L.C. (10% Owner)
Reporting Person: Providence Equity Partners VI L P (10% Owner)
Reporting Person: Providence Equity Partners VI- A L P (10% Owner)
Reporting Person: PEP CO-INVESTORS (CDW) L.P. (10% Owner)
Reporting Person: Providence Equity GP VI L.P. (10% Owner)
Reporting Person: SALEM PAUL J (10% Owner)
Reporting Person: NELSON JONATHAN M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-18	Common Stock, par value $0.01	S	1028563	$20.50	Disposed	51363192	Indirect

Footnotes

F1: Consists of 651,691 shares sold by Providence Equity Partners VI L.P. ("PEP VI"), 224,189 shares sold by Providence Equity Partners VI-A L.P. ("PEP VI-A") and 152,683 shares sold by PEP Co-Investors (CDW) L.P. ("PEP Co-Investor"), all pursuant to the underwriters' exercise of their option to purchase additional shares in an underwritten secondary offering.

F2: Consists of 32,543,376 shares held directly by PEP VI, 11,195,311 shares held directly by PEP VI-A and 7,624,505 shares held directly by PEP Co-Investor. The shares held by PEP VI, PEP VI-A and PEP Co-Investor may be deemed to be beneficially owned by Providence Equity GP VI L.P. ("PEP GP"), the general partner of PEP VI, PEP VI-A and PEP Co-Investor and Providence Equity Partners VI L.L.C. ("PEP LLC"), the general partner of PEP GP. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem are members of PEP LLC and may be deemed to have shared voting and investment power over such shares. Each of PEP LLC, PEP GP, and Messrs. Nelson, Creamer and Salem hereby disclaims any beneficial ownership of any shares held by PEP VI, PEP VI-A and PEP Co-Investor except to the extent of any pecuniary interest therein.

F3: Mr. Creamer has separately filed a Form 4.