Sec Form 4 Filing - MADISON DEARBORN PARTNERS LLC @ VWR Corp - 2016-04-05

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
VWR Corp [ VWR]
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)
THREE FIRST NATIONAL PLAZA, SUITE 4600,
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2016
(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 04/05/2016 S 9,200,000 ( 1 ) D $ 25.85 ( 2 ) 61,750,000 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
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 Offi cer Other
MADISON DEARBORN PARTNERS LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
Varietal Distribution Holdings, LLC
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
Madison Dearborn Capital Partners V - A L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
Madison Dearborn Capital Partners V - C L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
MDCP Co-Investors (Varietal) LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
MDCP Co-investors(Varietal-2) LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
MADISON DEARBORN PARTNERS V-A&C, L.P.
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
FINNEGAN PAUL J
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL60602
X
Signatures
Madison Dearborn Partners, LLC /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Varietal Distribution Holdings, LLC /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Madison Dearborn Capital Partners V-A, L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Madison Dearborn Capital Partners V-C, L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Madison Dearborn Capital Partners V Executive-A, L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
MDCP Co-Investors (Varietal), L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
MDCP Co-Investors (Varietal-2), L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Madison Dearborn Partners V-A&C, L.P. /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Paul J. Finnegan /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Samuel M. Mencoff /s/ Annie S. Terry, by power of attorney 04/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of VWR Corporation's (the "Issuer") common stock sold in an underwritten secondary offering.
( 2 )Represents the sale price to the underwriters in the secondary offering of $25.85 per share.
( 3 )Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the reported shares. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of directors, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 4)
( 4 )Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the shares directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Messrs. Finnegan and Mencoff also each have an indirect pecuniary interest in such shares through their respective investments in the MDP Funds. Madison Dearborn Partners, LLC ("MDP") is the general partner of MDP A&C and has the ability to direct the investment decisions of MDP A&C, including the power to direct the decisions of MDP A&C regarding the vote or disposition of securities directly held by Varietal. (Continued in Footnote 5)
( 5 )Messrs. Finnegan and Mencoff and each of the MDP Funds hereby disclaim any beneficial ownership of any shares directly held by Varietal, except to the extent of their respective pecuniary interests therein.
( 6 )The other beneficial owners of the reported securities have separately filed Form 4's.

Remarks:
Pursuant to the Director Nomination Agreement, dated as of October 6, 2014, by and among the Issuer, Varietal and the MDP Funds, Varietal has the right to appoint or nominate for election to the Issuer's board of directors, as applicable, such number of representatives that, when compared to the authorized number of directors on the board, is closest to but not less than proportional to the total number of shares of common stock over which Varietal and its affiliates retain direct or indirect voting control relative to the total number of shares of common stock then issued and outstanding.

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