rrd345859_391192.html

0001181431-13-036963.txt : 20130627 0001181431-13-036963.hdr.sgml : 20130627 20130627070415 ACCESSION NUMBER: 0001181431-13-036963 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130626 FILED AS OF DATE: 20130627 DATE AS OF CHANGE: 20130627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CDW Corp CENTRAL INDEX KEY: 0001402057 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 260273989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 847-465-6000 MAIL ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: VH Holdings, Inc. DATE OF NAME CHANGE: 20070605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON JONATHAN M CENTRAL INDEX KEY: 0001035233 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935943 MAIL ADDRESS: STREET 1: C/O WESTERN WIRELESS CORP STREET 2: 3650 131ST AVE SE #400 CITY: BELLEVUE STATE: WA ZIP: 98006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SALEM PAUL J CENTRAL INDEX KEY: 0001084356 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935944 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity GP VI L.P. CENTRAL INDEX KEY: 0001492623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935945 BUSINESS ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity Partners VI- A L P CENTRAL INDEX KEY: 0001385935 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935947 BUSINESS ADDRESS: STREET 1: 50 Kennedy Plaza STREET 2: c/o Providence Equity Partners Inc CITY: Providence STATE: RI ZIP: 02903 BUSINESS PHONE: 4017511700 MAIL ADDRESS: STREET 1: 50 Kennedy Plaza STREET 2: c/o Providence Equity Partners Inc CITY: Providence STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity Partners VI L P CENTRAL INDEX KEY: 0001386028 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935948 BUSINESS ADDRESS: STREET 1: 50 Kennedy Plaza STREET 2: c/o Providence Equity Partners Inc CITY: Providence STATE: RI ZIP: 02903 BUSINESS PHONE: 4017511700 MAIL ADDRESS: STREET 1: 50 Kennedy Plaza STREET 2: c/o Providence Equity Partners Inc CITY: Providence STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity Partners VI L.L.C. CENTRAL INDEX KEY: 0001492624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935949 BUSINESS ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP CO-INVESTORS (CDW) L.P. CENTRAL INDEX KEY: 0001579980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35985 FILM NUMBER: 13935946 BUSINESS ADDRESS: STREET 1: PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 4TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401-751-1700 MAIL ADDRESS: STREET 1: PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 4TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 3 1 rrd384536.xml FORM 3 X0206 3 2013-06-26 0 0001402057 CDW Corp CDW 0001492624 Providence Equity Partners VI L.L.C. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001386028 Providence Equity Partners VI L P C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001385935 Providence Equity Partners VI- A L P C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001579980 PEP CO-INVESTORS (CDW) L.P. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001492623 Providence Equity GP VI L.P. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001084356 SALEM PAUL J C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001035233 NELSON JONATHAN M C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 Common Stock, par value $0.01 59007410 I See Footnotes Consists of 37,386,703 shares held directly by Providence Equity Partners VI L.P. ("PEP VI"), 12,861,472 shares held directly by Providence Equity Partners VI-A L.P. ("PEP VI-A") and 8,759,235 shares held directly by PEP Co-Investors (CDW) L.P. ("PEP Co-Investor"). The shares held by PEP VI, PEP VI-A and PEP Co-Investor may be deemed to be beneficially owned by Providence Equity GP VI L.P. ("PEP GP"), the general partner of PEP VI, PEP VI-A and PEP Co-Investor and Providence Equity Partners VI L.L.C. ("PEP LLC"), the general partner of PEP GP. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem are members of PEP LLC and may be deemed to have shared voting and investment power over such shares. Each of PEP LLC, PEP GP, and Messrs. Nelson, Creamer and Salem hereby disclaims any beneficial ownership of any shares held by PEP VI, PEP VI-A and PEP Co-Investor except to the extent of any pecuniary interest therein. Mr. Creamer has separately filed a Form 3. Exhibit List: Exhibit 24 - Power of Attorney Providence Equity Partners VI L.L.C. by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 Providence Equity Partners VI L.P. by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 Providence Equity Partners VI-A, L.P. by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 PEP Co-Investors (CDW) L.P. by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 Providence Equity GP VI L.P. by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 Paul J. Salem by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 Jonathan M. Nelson by /s/ James S. Rowe, Attorney-in-Fact 2013-06-26 EX-24. 2 rrd345859_391192.htm POWER OF ATTORNEY rrd345859_391192.html

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Roman
Bejger, Robert S. Hull and James S. Rowe signing singly, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with
respect to the securities of CDW Corporation, a Delaware corporation (the "Company"), with the U.S. Securities and
Exchange Commission (the "Commission") and any national securities exchanges or similar authority, as considered
necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");

(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on
transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned
and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or
desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their
discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by any of the attorneys-in-fact on behalf of the undersigned
pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor any of the attorneys-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section
16 of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do
and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power
of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power
of Attorney.

This Power of Attorney shall remain in full force and effect until the earlier of (i) the date on which the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company; (ii) as to the appointment of Roman Bejger and Robert S. Hull, upon his respective
resignation or termination as an employee of Providence Equity Partners, LLC; (iii) as to the appointment of James S.
Rowe, upon his resignation or removal as a partner of Kirkland & Ellis LLP; and (iv) revocation of this Power of
Attorney by the undersigned in a signed writing delivered to each of such attorneys-in-fact. This Power of Attorney may
be filed with the Commission as a conforming statement of the authority granted herein.

* * * * *

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of July
2013.

PROVIDENCE EQUITY PARTNERS VI L.L.C.

By: /s/ Robert S. Hull
------------------------------
Name:Robert S. Hull
Its:Chief Financial Officer

PROVIDENCE EQUITY PARTNERS VI L.P.

By: Providence Equity GP VI L.P.
Its: General Partner

By: Providence Equity Partners VI L.L.C.
Its: General Partner

By: /s/ Robert S. Hull
------------------------------
Name: Robert S. Hull
Its: Chief Financial Officer

PROVIDENCE EQUITY PARTNERS VI-A L.P.

By: Providence Equity GP VI L.P.
Its: General Partner

By: Providence Equity Partners VI L.L.C.
Its: General Partner

By: /s/ Robert S. Hull
-----------------------------
Name: Robert S. Hull
Its: Chief Financial Officer

PEP CO-INVESTORS (CDW) L.P.

By: Providence Equity GP VI L.P.
Its: General Partner

By: Providence Equity Partners VI L.L.C.
Its: General Partner

By: /s/ Robert S. Hull
------------------------------
Name: Robert S. Hull
Its: Chief Financial Officer

PROVIDENCE EQUITY GP VI L.P.

By: Providence Equity Partners VI L.L.C.
Its: General Partner

By: /s/ Robert S. Hull
------------------------------
Name: Robert S. Hull
Its: Chief Financial Officer

PAUL J. SALEM
/s/ Paul J. Salem
--------------------------------

JONATHAN M. NELSON
/s/ Jonathan M. Nelson
--------------------------------