CDW Corp — Director's Dealing 2016

May 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CHERESKIN BENJAMIN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock, par value $0.01	J	3888	$0.00	Acquired	15866.04	Direct
2016-05-23	Common Stock, par value $0.01	J	3471	$0.00	Acquired	178634	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. MDP V further distributed on a pro rata basis for no consideration 88,205 Shares to its partners (the "MDP V Distribution").

F2: In the MDP V Distribution: (i) Mr. Chereskin received 3,888 Shares and (ii) the Chereskin Family Dynasty Trust received 3,471 Shares.

F3: Consists of 178,634 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 in the MDP V Distribution was exempt under Rule 16a-9 and Rule 16a-13.