CDW Corp — Director's Dealing 2016

Jun 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2016-06-15

Reporting Person: CHERESKIN BENJAMIN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-15	Common Stock, par value $0.01	J	3881	$0.00	Acquired	19755.74	Direct
2016-06-15	Common Stock, par value $0.01	J	3465	$0.00	Acquired	182099	Indirect

Footnotes

F1: On June 15, 2016: (a) Madison Dearborn Capital Partners V-A, L.P. ("MDP A") made a pro rata distribution for no consideration of 2,681,513 shares of common stock, par value $0.01, of CDW Corporation ("Shares"), to Madison Dearborn Partners V-A&C, L.P., its general partner ("MDP V"), and to its limited partners; (b) Madison Dearborn Capital Partners V-C, L.P. ("MDP C") made a pro rata distribution for no consideration of 711,359 Shares to MDP V, its general partner, and to its limited partners; (c) Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") made a pro rata distribution for no consideration of 26,944 Shares to MDP V, its general partner, and to its limited partners; and (d) MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor") made a pro rata distribution for no consideration of 688,100 Shares to its limited partners. MDP V further distributed on a pro rata basis for no consideration 88,056 Shares to its partners (the "MDP V Distribution").

F2: In the MDP V Distribution: (i) Mr. Chereskin received 3,881 Shares and (ii) the Chereskin Family Dynasty Trust received 3,465 Shares.

F3: Consists of 182,099 Shares held by the Chereskin Family Dynasty Trust which are deemed to be beneficially owned by Mr. Chereskin. The indirect acquisition of such Shares by Mr. Chereskin was exempt under Rule 16a-9 and Rule 16a-13.