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Filing Details

Accession Number:: 0001209191-14-057313
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-09-10 17:00:42
Reporting Period:: 2014-09-08

Filing Date:: 2014-09-10
Accepted Time:: 2014-09-10 17:00:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1402057	Cdw Corp	CDW	Retail-Catalog & Mail-Order Houses (5961)	260273989

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1181100	Madison Dearborn Partners Llc	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1219630	M Samuel Mencoff	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1344692	P L A - V Partners Capital Dearborn Madison	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1344693	P L C - V Partners Capital Dearborn Madison	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1362213	P L Executive-A V Partners Capital Dearborn Madison	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1416217	Mdcp Co-Investors (Cdw) Lp	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No
1579972	Madison Dearborn Partners V-A&C, L.p.	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01	Disposition	2014-09-08	7,786,914	$31.95	35,631,736	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

Consists of 5,083,043 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 1,348,443 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 51,074 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 1,304,354 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor").
This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriter's commission of $0.21 per share.
Consists of 23,259,230 shares held directly by MDP A, 6,170,272 shares held directly by MDP C, 233,709 shares held directly by MDP Exec and 5,968,525 shares held directly by MDCP Co-Investor. Madison Dearborn Partners V-A&C, L.P. (''MDP V'') is the general partner of MDP A, MDP C, MDP Exec and MDP Co-Investor. Madison Dearborn Partners, LLC (''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.
Mr. Mencoff has an indirect pecuniary interest in the shares of CDW Corporation's common stock held of record by the various MDP funds described above through his investment in MDP V. Each of MDP A, MDP C, MDP Exec and MDP Co-Investor and Mr. Mencoff may be deemed to share beneficial ownership of the reported securities and expressly disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
Mr. Finnegan has separately filed a Form 4.