Leahy Christine A Form 4 CDW / CHRISTINE A LEAHY ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEAHY CHRISTINE A

(Last) (First) (Middle)

C/O CDW CORPORATION

200 N. MILWAUKEE AVE

(Street)

VERNON HILLS IL 60061

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CDW Corp [ CDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/15/2023		M		15,090	A	$37.79	83,711.96	D
Common Stock, par value $0.01	11/15/2023		M		29,293	A	$39.79	113,004.96	D
Common Stock, par value $0.01	11/15/2023		S		3,737(1)	D	$217.87(2)	109,267.96	D
Common Stock, par value $0.01	11/15/2023		S		35,943(1)	D	$218.83(3)	73,324.96	D
Common Stock, par value $0.01	11/15/2023		S		4,703(1)	D	$219.45(4)	68,621.96	D
Common Stock, par value $0.01	11/16/2023		M		2,419(5)	A	$37.79	71,040.96	D
Common Stock, par value $0.01	11/16/2023		M		4,635(5)	A	$39.79	75,675.96	D
Common Stock, par value $0.01								17,250(6)	I	By the Christine A. Leahy Gift Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)	$37.79	11/15/2023		M			15,090	(7)	02/19/2025	Common Stock, par value $0.01	15,090	$0	2,419	D
Employee Stock Option (Right to Buy)	$39.79	11/15/2023		M			29,293	(8)	03/02/2026	Common Stock, par value $0.01	29,293	$0	4,635	D
Employee Stock Option (Right to Buy)	$37.79	11/16/2023		M			2,419	(7)	02/19/2025	Common Stock, par value $0.01	2,419	$0	0	D
Employee Stock Option (Right to Buy)	$39.79	11/16/2023		M			4,635	(8)	03/02/2026	Common Stock, par value $0.01	4,635	$0	0	D

Explanation of Responses:

1. On August 7, 2023, the reporting person adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. This plan provides for the exercise of stock options and sale of up to an aggregate of 51,437 underlying shares of common stock of the Issuer during the period from November 15, 2023 through April 30, 2024.

2. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $217.22 to $218.21, inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold.

3. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $218.22 to $219.21, inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold.

4. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $219.215 to $219.71 , inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold.

5. The shares acquired upon the exercise of stock options on November 16, 2023 are being held by Ms. Leahy.

6. These shares are held in a trust for the benefit of the reporting person's children.

7. 31,754 options were granted of which one third of the shares vested on each of February 19, 2016, 2017 and 2018. The grant was made under the CDW Corporation Long-Term Incentive Plan.

8. 33,928 options were granted of which one third of the shares vested on each of March 2, 2017, 2018 and 2019. The grant was made under the CDW Corporation Long-Term Incentive Plan.

Remarks:

Chair, President and Chief Executive Officer

	/s/ Shane A. Meredith, Attorney in-Fact	11/17/2023
	** Signature of Reporting Person	Date
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