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: FINNEGAN PAUL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-15	Common Stock, par value $0.01	J	4107916	$0.00	Disposed	0	Indirect
2016-06-15	Common Stock, par value $0.01	J	4067	$0.00	Acquired	8141	Direct
2016-06-15	Common Stock, par value $0.01	J	4067	$0.00	Acquired	8141	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: (Continued from footnote 1) 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 distributed by MDP A, MDP C, MDP Exec and MDP Co-Investor except to the extent of his pecuniary interest therein.

F3: In the MDP V Distribution: (i) Mr. Finnegan received 4,067 Shares and (ii) Glen Lake Partners, LP received 4,067 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.