CDW Corp — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2014-12-08

Reporting Person: FINNEGAN PAUL J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock, par value $0.01	S	8947471	$33.28	Disposed	26684265	Indirect

Footnotes

F1: Consists of 5,840,616 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 1,549,415 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 58,686 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 1,498,754 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor") in an underwritten secondary offering.

F2: This sale price reflects the public offering price. The price received by the reporting person will be reduced by the underwriters' commission of $0.21 per share.

F3: Consists of 17,418,614 shares held directly by MDP A, 4,620,857 shares held directly by MDP C, 175,023 shares held directly by MDP Exec and 4,469,771 shares held directly by MDCP Co-Investor. Madison Dearborn Partners V-A&C, L.P. (''MDP V'') is the general partner of MDP A, MDP C, MDP Exec and MDP Co-Investor. Madison Dearborn Partners, LLC (''MDP'') is the general partner of MDP V. As the sole members of a limited partner committee of MDP V that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDP A, MDP C, MDP Exec and MDP Co-Investor, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such shares. Each of Messrs. Finnegan and Mencoff and MDP V hereby disclaims any beneficial ownership of any shares held by MDP A, MDP C, MDP Exec and MDP Co-Investor except to the extent of its or his pecuniary interest therein.

F4: The record and other beneficial beneficial owners of the reported securities have separately filed a Form 4.