SEC FORM 4

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^*

Green Equity Investors VII, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESCO INTERNATIONAL INC [ WCC ]

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)
08/04/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2022		P		5,855⁽¹⁾	A	$126.2766⁽²⁾	2,618,574⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		6,919⁽⁷⁾	A	$126.2766⁽²⁾	3,094,200⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/04/2022		P		46⁽¹⁾	A	$126.995⁽¹⁰⁾	2,618,620⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		54⁽⁷⁾	A	$126.995⁽¹⁰⁾	3,094,254⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/04/2022		P		7,017⁽¹⁾	A	$128.9439⁽¹¹⁾	2,625,637⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		8,292⁽⁷⁾	A	$128.9439⁽¹¹⁾	3,102,546⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/04/2022		P		94,124⁽¹⁾	A	$129.7697⁽¹²⁾	2,719,761⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		111,220⁽⁷⁾	A	$129.7697⁽¹²⁾	3,213,766⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/04/2022		P		59,503⁽¹⁾	A	$130.5154⁽¹³⁾	2,779,264⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		70,311⁽⁷⁾	A	$130.5154⁽¹³⁾	3,284,077⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/04/2022		P		3,162⁽¹⁾	A	$132.2538⁽¹⁴⁾	2,782,426⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/04/2022		P		3,736⁽⁷⁾	A	$132.2538⁽¹⁴⁾	3,287,813⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/05/2022		P		1,108⁽¹⁾	A	$129.5201⁽¹⁵⁾	2,783,534⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/05/2022		P		1,309⁽⁷⁾	A	$129.5201⁽¹⁵⁾	3,289,122⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/05/2022		P		14,399⁽¹⁾	A	$131.3239⁽¹⁶⁾	2,797,933⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/05/2022		P		17,015⁽⁷⁾	A	$131.3239⁽¹⁶⁾	3,306,137⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/05/2022		P		33,975⁽¹⁾	A	$132.3663⁽¹⁷⁾	2,831,908⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/05/2022		P		40,146⁽⁷⁾	A	$132.3663⁽¹⁷⁾	3,346,283⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/05/2022		P		9,997⁽¹⁾	A	$132.9445⁽¹⁸⁾	2,841,905⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/05/2022		P		11,812⁽⁷⁾	A	$132.9445⁽¹⁸⁾	3,358,095⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/08/2022		P		28,169⁽¹⁾	A	$133.6572⁽¹⁹⁾	2,870,074⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/08/2022		P		33,286⁽⁷⁾	A	$133.6572⁽¹⁹⁾	3,391,381⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/08/2022		P		15,599⁽¹⁾	A	$134.3719⁽²⁰⁾	2,885,673⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/08/2022		P		18,433⁽⁷⁾	A	$134.3719⁽²⁰⁾	3,409,814⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	08/08/2022		P		2,069⁽¹⁾	A	$134.9462⁽²¹⁾	2,887,742⁽³⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/08/2022		P		2,444⁽⁷⁾	A	$134.9462⁽²¹⁾	3,412,258⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Green Equity Investors VII, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green Equity Investors Side VII, L.P.

(Last)

(First)

(Middle)

1111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Leonard Green & Partners, L.P.

(Last)

(First)

(Middle)

1111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LGP MANAGEMENT INC

(Last)

(First)

(Middle)

1111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GEI Capital VII, LLC

(Last)

(First)

(Middle)

1111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share, of WESCO International, Inc. (the "Issuer" and such common stock, the "Common Stock") purchased by Green Equity Investors VII, L.P. ("GEI VII").

2. This transaction was executed in multiple trades at prices ranging from $125.985 to $126.9475. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

3. Represents shares owned by GEI VII.

4. GEI Capital VII, LLC ("Capital") is the general partner of GEI VII and Green Equity Investors Side VII, L.P. ("GEI Side VII"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VII and GEI Side VII, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP.

5. Each of GEI VII, GEI Side VII, LGP, LGPM, and Capital, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Common Stock owned by GEI VII or GEI Side VII, and, therefore, a "ten percent holder" hereunder.

6. Each of GEI Side VII, LGP, LGPM, and Capital disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VII, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

7. Represents shares purchased by GEI Side VII.

8. Represents shares owned by GEI Side VII.

9. Each of GEI VII, LGP, LGPM, and Capital disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VII, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

10. This transaction was executed in multiple trades at a price of $126.995.

11. This transaction was executed in multiple trades at prices ranging from $128.15 to $129.14. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

12. This transaction was executed in multiple trades at prices ranging from $129.15 to $130.14. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

13. This transaction was executed in multiple trades at prices ranging from $130.15 to $130.99. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

14. This transaction was executed in multiple trades at prices ranging from $131.9225 to $132.5862. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

15. This transaction was executed in multiple trades at prices ranging from $129.465 to $129.90. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

16. This transaction was executed in multiple trades at prices ranging from $130.85 to $131.845. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

17. This transaction was executed in multiple trades at prices ranging from $131.855 to $132.8525. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

18. This transaction was executed in multiple trades at prices ranging from $132.86 to $133.00. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

19. This transaction was executed in multiple trades at prices ranging from $132.89 to $133.885. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

20. This transaction was executed in multiple trades at prices ranging from $133.89 to $134.88. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

21. This transaction was executed in multiple trades at prices ranging from $134.89 to $135.00. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of Shares and prices at which the trades were effected.

Remarks:

	/s/ Andrew Goldberg, Attorney in Fact	08/08/2022
	** 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 4 (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).
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