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: CREAMER GLENN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock, par value $0.01	J	3634766	$0.00	Disposed	3634765	Indirect
2016-05-23	Common Stock, par value $0.01	J	69982	$0.00	Acquired	69982	Indirect

Footnotes

F1: On May 23, 2016: (a) Providence Equity Partners VI L.P. ("PEP VI") made a pro rata distribution for no consideration of 2,302,962 shares of common stock, par value $0.01, of CDW Corporation ("Shares"), to Providence Equity GP VI L.P., its general partner ("PEP GP"), and to its limited partners; (b) Providence Equity Partners VI-A L.P. ("PEP VI-A") made a pro rata distribution for no consideration of 792,248 Shares to PEP GP, its general partner, and to its limited partners; and (c) PEP Co-Investors (CDW) L.P. ("PEP Co-Investor") made a pro rata distribution for no consideration of 539,556 Shares to PEP GP, its general partner, and to its limited partners.

F2: Consists of 2,302,963 shares held directly by PEP VI, 792,246 shares held directly by PEP VI-A and 539,556 shares held directly by PEP Co-Investor. The shares held by PEP VI, PEP VI-A and PEP Co-Investor may be deemed to be beneficially owned by PEP GP, the general partner of PEP VI, PEP VI-A and PEP Co-Investor and Providence Equity Partners VI LLC ("PEP LLC"), the general partner of PEP GP. Mr. Creamer is a member of PEP LLC and may be deemed to have shared voting and investment power over such shares. Mr. Creamer hereby disclaims any beneficial ownership of any shares held by PEP VI, PEP VI-A and PEP Co-Investor except to the extent of his pecuniary interest therein.

F3: Consists of 69,982 Shares held directly by PEP GP. The shares held by PEP GP may be deemed to be beneficially owned by PEP LLC, the general partner of PEP GP. Mr. Creamer is a member of PEP LLC and may be deemed to have shared voting and investment power over such shares. Mr. Creamer hereby disclaims any beneficial ownership of any shares held by PEP GP except to the extent of his pecuniary interest therein.