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Filing Details

Accession Number:: 0001209191-15-047226
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-27 18:24:23
Reporting Period:: 2015-05-22

Filing Date:: 2015-05-27
Accepted Time:: 2015-05-27 18:24:23
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	Insider Title	Director	Officer	Large Shareholder	Other
1182031	J Paul Finnegan	C/O Madison Dearborn Partners, Llc 70 W. Madison Street, Suite 4600 Chicago IL 60602		Yes	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	2015-05-22	1,061,486	$36.60	25,622,779	No	4	S	Indirect	See footnotes
Common Stock, Par Value $0.01	Disposition	2015-05-22	5,967,310	$36.80	19,655,469	No	4	S	Indirect	See footnotes

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

Footnotes

Consists of 692,904 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 183,815 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 6,962 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 177,805 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor") to the Issuer in a stock repurchase.
Consists of 16,725,710 shares held directly by MDP A, 4,437,042 shares held directly by MDP C, 168,061 shares held directly by MDP Exec and 4,291,966 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.
The record and other beneficial beneficial owners of the reported securities have separately filed a Form 4.
Consists of 3,895,264 shares sold by MDP A, 1,033,346 shares sold by MDP C, 39,140 shares sold by MDP Exec and 999,560 shares sold by MDP Co-Investor in an underwritten secondary offering.
This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriters' commission of $0.20 per share.
Consists of 12,830,446 shares held directly by MDP A, 3,403,696 shares held directly by MDP C, 128,921 shares held directly by MDP Exec and 3,292,406 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.