Sec Form 4 Filing - Green Equity Investors VII, L.P. @ WESCO INTERNATIONAL INC - 2020-07-10

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 Green Equity Investors VII, L.P. 2. Issuer Name and Ticker or Trading Symbol WESCO INTERNATIONAL INC [ WCC] 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) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2020 (Street) LOS ANGELES, CA90025 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 07/10/2020 P 188,474 ( 1 ) A $ 35.21 ( 2 ) 2,359,871 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/10/2020 P 222,707 ( 7 ) A $ 35.21 ( 2 ) 2,788,505 ( 8 ) D ( 4 ) ( 5 ) ( 9 ) Common Stock 07/10/2020 P 115,337 ( 1 ) A $ 35.7499 ( 10 ) 2,475,208 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/10/2020 P 136,287 ( 7 ) A $ 35.7499 ( 10 ) 2,924,792 ( 8 ) D ( 4 ) ( 5 ) ( 9 ) Common Stock 07/13/2020 P 64,790 ( 1 ) A $ 36.1827 ( 11 ) 2,539,998 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/13/2020 P 76,559 ( 7 ) A $ 36.1827 ( 11 ) 3,001,351 ( 8 ) D ( 4 ) ( 5 ) ( 9 ) Common Stock 07/13/2020 P 26,884 ( 1 ) A $ 36.778 ( 12 ) 2,566,882 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/13/2020 P 31,767 ( 7 ) A $ 36.778 ( 12 ) 3,033,118 ( 8 ) D ( 4 ) ( 5 ) ( 9 ) Common Stock 07/14/2020 P 21,588 ( 1 ) A $ 36.7216 ( 13 ) 2,588,470 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/14/2020 P 25,509 ( 7 ) A $ 36.7216 ( 13 ) 3,058,627 ( 8 ) D ( 4 ) ( 5 ) ( 9 ) Common Stock 07/14/2020 P 24,249 ( 1 ) A $ 37.2926 ( 14 ) 2,612,719 ( 3 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/14/2020 P 28,654 ( 7 ) A $ 37.2926 ( 14 ) 3,087,281 ( 8 ) D ( 4 ) ( 5 ) ( 9 )

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 Green Equity Investors VII, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X Green Equity Investors Side VII, L.P. 1111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X Leonard Green & Partners, L.P. 1111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X LGP MANAGEMENT INC 1111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X GEI Capital VII, LLC 1111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X Signatures /s/ Andrew Goldberg, Attorney in Fact 07/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock, par value $0.01 per share, of WESC O International, Inc. (the "Issuer" and such common stock, the "Common Stock") purchased by Green Equity Investors VII, L.P. ("GEI VII"). ( 2 )This transaction was executed in multiple trades at prices ranging from $34.56 to $35.56. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected. ( 3 )Represents shares owned by GEI VII. ( 4 )GEI Capital VII, LLC ("Capital") is the general partner of GEI VII and Green Equity Investors Side VII, L.P. ("GEI Side VII"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VII and GEI Side VII, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. ( 5 )Each of GEI VII, GEI Side VII, LGP, LGPM, and Capital, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Common Stock owned by GEI VII or GEI Side VII, and, therefore, a "ten percent holder" hereunder. ( 6 )Each of GEI Side VII, LGP, LGPM, and Capital disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VII, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 7 )Represents shares purchased by GEI Side VII. ( 8 )Represents shares owned by GEI Side VII. ( 9 )Each of GEI VII, LGP, LGPM, and Capital disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VII, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 10 )This transaction was executed in multiple trades at prices ranging from $35.5625 to $35.92. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected. ( 11 )This transaction was executed in multiple trades at prices ranging from $35.695 to $36.69. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected. ( 12 )This transaction was executed in multiple trades at prices ranging from $36.70 to $37.00. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected. ( 13 )This transaction was executed in multiple trades at prices ranging from $36.12 to $37.12. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected. ( 14 )This transaction was executed in multiple trades at prices ranging from $37.13 to $37.50. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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