Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Providence Equity Partners VI L.L.C.
  2. Issuer Name and Ticker or Trading Symbol
CDW Corp [CDW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PROVIDENCE EQUITY PARTNERS L.L.C., 50 KENNEDY PLAZA, 18TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2014
(Street)

PROVIDENCE, RI 02903
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 06/04/2014   S   1,043,309 (1) D $ 28.35 (2) 38,388,588 (3) I See footnotes (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Providence Equity Partners VI L.L.C.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
Providence Equity Partners VI L P
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
Providence Equity Partners VI- A L P
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
PEP CO-INVESTORS (CDW) L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
Providence Equity GP VI L.P.
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
SALEM PAUL J
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    
NELSON JONATHAN M
C/O PROVIDENCE EQUITY PARTNERS L.L.C.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
    X    

Signatures

 Providence Equity Partners VI L.L.C. by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 Providence Equity Partners VI L.P. by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 Providence Equity Partners VI-A, L.P. by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 PEP Co-Investors (CDW) L.P. by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 Providence Equity GP VI L.P. by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 Paul J. Salem by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

 Jonathan M. Nelson by /s/ James S. Rowe, under Power of Attorney   06/06/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of 661,034 shares sold by Providence Equity Partners VI L.P. ("PEP VI"), 227,403 shares sold by Providence Equity Partners VI-A L.P. ("PEP VI-A") and 154,872 shares sold by PEP Co-Investors (CDW) L.P. ("PEP Co-Investor"), all pursuant to the underwriter's exercise of its option to purchase additional shares in an underwritten secondary offering.
(2) This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriter's commission of $0.15 per share.
(3) Consists of 24,322,751 shares held directly by PEP VI, 8,367,319 shares held directly by PEP VI-A and 5,698,518 shares held directly by 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.
(4) Mr. Creamer has separately filed a Form 4.

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