CDW Corp — Director's Dealing 2015

Dec 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2015-12-09

Reporting Person: FINNEGAN PAUL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-09	Common Stock, par value $0.01	S	636892	$44.05	Disposed	8222059	Indirect

Footnotes

F1: Consists of 415,742 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 110,290 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 4,177 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 106,683 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 $0.22 per share.

F3: Consists of 5,367,091 shares held directly by MDP A, 1,423,796 shares held directly by MDP C, 53,929 shares held directly by MDP Exec and 1,377,243 shares held directly by MDCP Co-Investor. MDP V is the general partner of MDP A, MDP C, MDP Exec and MDP Co-Investor. As a member of the 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 may be deemed to have shared voting and investment power over such shares. Mr. Finnegan 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 his pecuniary interest therein.