Sec Form 4 Filing - Providence Equity Partners VI L.L.C. @ CDW Corp - 2014-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Providence Equity Partners VI L.L.C.
2. Issuer Name and Ticker or Trading Symbol
CDW Corp [ CDW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C., 50 KENNEDY PLAZA, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2014
(Street)
PROVIDENCE, RI02903
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 03/12/2014 S 5,096,021 ( 1 ) D $ 25.55 ( 2 ) 46,267,171 ( 3 ) I See footnotes ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Offic er Other
Providence Equity Partners VI L.L.C.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
Providence Equity Partners VI L P
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
Providence Equity Partners VI- A L P
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
PEP CO-INVESTORS (CDW) L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
Providence Equity GP VI L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
SALEM PAUL J
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
NELSON JONATHAN M
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI02903
X
Signatures
Providence Equity Partners VI L.L.C. by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Providence Equity Partners VI L.P. by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Providence Equity Partners VI-A, L.P. by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
PEP Co-Investors (CDW) L.P. by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Providence Equity GP VI L.P. by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Paul J. Salem by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Jonathan M. Nelson by /s/ James S. Rowe, under Power of Attorney 03/13/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 3,228,806 shares sold by Providence Equity Partners VI L.P. ("PEP VI"), 1,110,747 shares sold by Providence Equity Partners VI-A L.P. ("PEP VI-A") and 756,468 shares sold by PEP Co-Investors (CDW) L.P. ("PEP Co-Investor").
( 2 )This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriter's commission of $0.25 per share.
( 3 )Consists of 29,314,570 shares held directly by PEP VI, 10,084,564 shares held directly by PEP VI-A and 6,868,037 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 Providence Equity GP VI L.P. ("PEP GP"), the general partner of PEP VI, PEP VI-A and PEP Co-Investor and Providence Equity Partners VI L.L.C. ("PEP LLC"), the general partner of PEP GP. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem are members of PEP LLC and may be deemed to have shared voting and investment power over such shares. Each of PEP LLC, PEP GP, and Messrs. Nelson, Creamer and Salem hereby disclaims any beneficial ownership of any shares held by PEP VI, PEP VI-A and PEP Co-Investor except to the extent of any pecuniary interest therein.
( 4 )Mr. Creamer has separately filed a Form 4.

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