Fairfield Neil B Form 3 CDW / NEIL B FAIRFIELD ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FAIRFIELD NEIL B

(Last) (First) (Middle)

C/O CDW CORPORATION

200 N. MILWAUKEE AVE

(Street)

VERNON HILLS IL 60061

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VICE PRESIDENT & CONTROLLER

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	1,021.14(1)	D
Common Stock, par value $0.01	1,992.3(2)	D
Common Stock, par value $0.01	91(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(4)	08/13/2024	Common Stock	2,028	31.64	D
Employee Stock Option (Right to Buy)	(5)	02/19/2025	Common Stock	5,954	37.79	D

Explanation of Responses:

1. 100% of the restricted stock units vest on December 31, 2016. The grant was made under the CDW Corporation 2013 Long-Term Incentive Plan (the "LTIP").

2. 100% of the restricted stock units vest on December 31, 2017. The grant was made under the LTIP.

3. Shares were acquired under the CDW Corporation Coworker Stock Purchase Plan.

4. The options vest as to one half of the shares on each of February 25, 2016 and 2017. The grant was made under the LTIP.

5. The options vest as to one third of the shares on each of the first three anniversaries of the date of grant (February 19, 2015). The grant was made under the LTIP.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ James S. Rowe, under Power of Attorney	08/12/2015
	** Signature of Reporting Person	Date
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 5 (b)(v).
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