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: SELATI ROBIN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock, par value $0.01	J	3680	$0.00	Acquired	3680	Direct
2016-05-23	Common Stock, par value $0.01	J	526	$0.00	Acquired	526	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. Selati received 3,680 Shares and (ii) the Robin P. Selati Dynasty Trust received 526 Shares.

F4: Mr. Selati's family members are the co-trustees of the Robin P. Selati Dynasty Trust. The indirect acquisition of such Shares by Mr. Selati was exempt under Rule 16a-9 and Rule 16a-13.