UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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, IL 60602 |
 |  X |  |  |
Madison Dearborn Capital Partners V - A L P C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
Madison Dearborn Capital Partners V - C L P C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
MDCP Co-Investors (CDW) LP C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
MADISON DEARBORN PARTNERS V-A&C, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
MENCOFF SAMUEL M C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602 |
 |  X |  |  |
Madison Dearborn Partners, LLC by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Capital Partners V-A, L.P. by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Capital Partners V-C, L.P. by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Capital Partners V Executive-A, L.P. by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
MDCP Co-Investors (CDW), L.P. by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
Madison Dearborn Partners V - A&C, L. P. by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date | |
Samuel M. Mencoff by /s/ James S. Rowe, Attorney-in-Fact | 06/26/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Consists of 43,565,137 shares held directly by Madison Dearborn Capital Partners V-A, L.P. ("MDP A"), 11,557,077 shares held directly by Madison Dearborn Capital Partners V-C, L.P. ("MDP C"), 437,743 shares held directly by Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Exec") and 11,179,199 shares held directly by MDCP Co-Investors (CDW), L.P. ("MDP 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 (Continued in footnote 2) |
(2) | 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 his pecuniary interest therein. |
(3) | 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. |
(4) | Mr. Finnegan has separately filed a Form 3. |
 Remarks: Exhibit List:  Exhibit 24 - Power of Attorney |