SEC FORM 3

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^*

Batchelor Stuart J.

(Last)

(First)

(Middle)

C/O CDI CORP.

1717 ARCH ST., 35TH FLOOR

(Street)

PHILADELPHIA

19103-2768

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2013

3. Issuer Name and Ticker or Trading Symbol
CDI CORP [ CDI ]

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

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

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	1,680	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock-Settled SARs	⁽¹⁾	02/01/2019	Common Stock	19,437	$14.99	D
Time-Vested Deferred Stock (TVDS)	⁽²⁾	01/16/2017	Common Stock	5,391	⁽³⁾	D
Non-Qualified Stock Options (right to buy)	⁽⁴⁾	11/01/2019	Common Stock	11,011	$17.36	D

Explanation of Responses:

1. The SARs vest 20% on January 16, 2013 and 20% on the first four anniversaries of January 16, 2013.

2. The shares of TVDS vest 25% on January 16, 2014 and 25% on each of the first three anniversaries of January 16, 2014.

3. Upon vesting, each share of TVDS converts into one share of CDI Common Stock.

4. The option shares vest 20% on March 1, 2013 and 20% on the first four anniversaries of March 1, 2013.

Remarks:

	Craig H. Lewis, as attorney-in-fact for Stuart J. Batchelor (purusant to Power of Attorney attached hereto)	05/29/2013
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.