CDW Corp — Director's Dealing 2014

Jun 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2014-06-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-04	Common Stock, par value $0.01	S	1180015	$28.35	Disposed	43418650	Indirect

Footnotes

F1: Consists of 770,275 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 204,341 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 7,740 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 197,659 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor"), all pursuant to the underwriter's exercise of its option to purchase additional shares 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 underwriter's commission of $0.15 per share.

F3: Consists of 28,342,273 shares held directly by MDP A, 7,518,715 shares held directly by MDP C, 284,783 shares held directly by MDP Exec and 7,272,879 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 owners of the reported securities have separately filed a Form 4.