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^*

GARRISON WALTER R

(Last)

(First)

(Middle)

C/O CDI CORP.

1717 ARCH ST., 35TH FLOOR

(Street)

PHILADELPHIA

19103-2768

(City)

(State)

(Zip)

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

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2012

4. 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 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	05/27/2012		M		8,418	A	$0	1,145,942	D
Common Stock	05/27/2012		A		786	A	$16.7⁽¹⁾	1,146,728	D
Common Stock	05/27/2012		M		6,173	A	$0	1,152,901	D
Common Stock	05/27/2012		A		577	A	$16.7⁽²⁾	1,153,478	D
Common Stock								10,677	I	as trustee of trust for spouse
Common Stock								54,081	I	owned by spouse
Common Stock								44,070	I	as co-trustee of trust for grandchildren
Common Stock								84	I	spouse is trustee

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)
Time-Vested Deferred Stock	⁽³⁾	05/27/2012		M			8,418	05/27/2012	05/27/2012	Common Stock	8,418	$0	0	D
Stock Purchase Plan Units	⁽⁴⁾	05/27/2012		M			6,173	05/27/2012	05/27/2012	Common Stock	6,173	$11.88⁽⁵⁾	0	D

Explanation of Responses:

1. Under the terms of the Time-Vested Deferred Stock (TVDS) granted to the Reporting Person, if dividends were paid on Common Stock between the grant date and the vesting date of the TVDS, then upon vesting of the TVDS the Reporting Person is entitled to receive additional shares of Common Stock equal to the aggregate value of the dividends relating to those shares. The price set forth in this column represents the market price of Common Stock on the date that shares of TVDS owned by the Reporting Person vested and therefore the date that additional shares of Common Stock relating to dividends were earned.

2. The price set forth in this column represents the market price of Common Stock on the date that Stock Purchase Plan units vested and tehrefore the date that additional shares of Common Stock relating to dividends (which accrued during ther period from the date the units were acquired and the vesting date) were earned.

3. Upon vesting, shares of TVDS convert into shares of Common Stock on a 1-for-1 basis.

4. Stock Purchase Plan (SPP) units are convertible into shares of Common Stock on a 1-for-1 basis.

5. This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired (05/27/09).

Remarks:

	Craig H. Lewis, as attorney-in-fact for Walter R. Garrison (pursuant to Power of Attorney previously filed)	05/30/2012
	** 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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