SEC Form 4 · accession 0000899243-15-003697

CDW Corp · CDW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Consists of 4,275,998 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 1,134,348 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 42,966 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 1,097,259 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor") in an underwritten secondary offering.
• F2This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriters' commission of $0.25 per share.
• F3Consists of 8,554,448 shares held directly by MDP A, 2,269,348 shares held directly by MDP C, 85,955 shares held directly by MDP Exec and 2,195,147 shares held directly by MDCP Co-Investor. MDP V is the general partner of MDP A, MDP C, MDP Exec and MDP Co-Investor. MDP is the general partner of MDP V. As the sole members of a 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 and Samuel M. Mencoff may be deemed to have shared voting and investment power over such shares. Each of Messrs. Finnegan and Mencoff and MDP V 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 its or his pecuniary interest therein.
• F4The record and other beneficial beneficial owners of the reported securities have separately filed a Form 4.