CDW Corp — Director's Dealing 2016

May 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CDW Corp (CDW)
CIK: 0001402057
Period of Report: 2016-05-23

Reporting Person: FINNEGAN PAUL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock, par value $0.01	J	4114143	$0.00	Disposed	4107916	Indirect
2016-05-23	Common Stock, par value $0.01	J	4074	$0.00	Acquired	4074	Direct
2016-05-23	Common Stock, par value $0.01	J	4074	$0.00	Acquired	4074	Indirect

Footnotes

F1: On May 23, 2016: (a) Madison Dearborn Capital Partners V-A, L.P. ("MDP A") made a pro rata distribution for no consideration of 2,685,578 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 712,437 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 26,985 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 689,143 Shares to its limited partners.

F2: (Continued from Footnote 1) MDP V further distributed on a pro rata basis for no consideration 88,205 Shares to its partners (the "MDP V Distribution").

F3: In the MDP V Distribution: (i) Mr. Finnegan received 4,074 Shares and (ii) Glen Lake Partners, LP received 4,074 Shares.

F4: Mr. Finnegan is the trustee of Glen Lake Partners Management Trust I, a general partner of Glen Lake Partners, L.P. Mr. Finnegan's wife, Mary M. Finnegan, is the trustee of Glen Lake Partners Management Trust II, the other general partner of Glen Lake Partners, L.P. The direct and indirect acquisition of such Shares by Mr. Finnegan was exempt under Rule 16a-9 and Rule 16a-13.

F5: Consists of 2,681,513 shares held directly by MDP A, 711,359 shares held directly by MDP C, 26,944 shares held directly by MDP Exec and 688,100 shares held directly by MDCP 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.