Sec Form 4 Filing - MADISON DEARBORN PARTNERS LLC @ CDW Corp - 2014-12-08

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
MADISON DEARBORN PARTNERS LLC
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 MADISON DEARBORN PARTNERS, LLC, 70 W. MADISON STREET, SUITE 4600
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2014
(Street)
CHICAGO, IL60602
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 12/08/2014 S 8,947,471 ( 1 ) D $ 33.28 ( 2 ) 26,684,265 ( 3 ) I See footnotes ( 3 ) ( 4 ) ( 5 )
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 Officer Other
MADISON DEARBORN PARTNERS LLC
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
Madison Dearborn Capital Partners V - A L P
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
Madison Dearborn Capital Partners V - C L P
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
MDCP Co-Investors (CDW) LP
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
MADISON DEARBORN PARTNERS V-A&C, L.P.
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL60602
X
Signatures
Madison Dearborn Partners LLC by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Madison Dearborn Capital Partners V-A, L.P. by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Madison Dearborn Capital Partners V-C, L.P. by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Madison Dearborn Capital Partners V Executive-A, L.P. by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
MDCP Co-Investors (CDW), L.P. by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Madison Dearborn Partners V - A&C, L.P. by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Samuel M. Mencoff by /s/ James S. Rowe, under Power of Attorney 12/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 5,840,616 shares sold by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 1,549,415 shares sold by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 58,686 shares sold by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 1,498,754 shares sold by MDCP Co-Investor (CDW), L.P. ("MDP Co-Investor") in an underwritten secondary offering.
( 2 )This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriters' commission of $0.21 per share.
( 3 )Consists of 17,418,614 shares held directly by MDP A, 4,620,857 shares held directly by MDP C, 175,023 shares held directly by MDP Exec and 4,469,771 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.
( 4 )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.
( 5 )Mr. Finnegan has separately filed a Form 4.

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