Mencoff Samuel M Form 4 VWR / SAMUEL M MENCOFF 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^*

MADISON DEARBORN PARTNERS LLC

(Last) (First) (Middle)

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2015

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

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

	Form filed by One Reporting Person
X	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	11/25/2015		S		1,650,000(1)	D	$25.75(2)	70,950,000	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 (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

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last) (First) (Middle)

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Varietal Distribution Holdings, LLC

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners V - A L P

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners V - C L P

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MDCP Co-Investors (Varietal) LP

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MDCP Co-investors(Varietal-2) LP

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS V-A&C, L.P.

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FINNEGAN PAUL J

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MENCOFF SAMUEL M

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

THREE FIRST NATIONAL PLAZA, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

Explanation of Responses:

1. Represent 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 $25.75 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. 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, (Continued in Footnote 4)

4. acting by majority vote, to vote or dispose of the units 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. 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.

5. 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.

	Madison Dearborn Partners, LLC /s/ Annie S. Terry, by power of attorney	11/25/2015
	Varietal Distribution Holdings, LLC /s/ Annie S. Terry, by power of attorney	11/25/2015
	Madison Dearborn Capital Partners V-A, L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	Madison Dearborn Capital Partners V-C, L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	Madison Dearborn Capital Partners V Executive-A, L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	MDCP Co-Investors (Varietal), L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	MDCP Co-Investors (Varietal-2), L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	Madison Dearborn Partners V-A&C, L.P. /s/ Annie S. Terry, by power of attorney	11/25/2015
	Paul J. Finnegan /s/ Annie S. Terry, by power of attorney	11/25/2015
	Samuel M. Mencoff /s/ Annie S. Terry, by power of attorney	11/25/2015
	** Signature of Reporting Person	Date
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