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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X
 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*
PAPADAKIS CONSTANTINE
(Last) (First) (Middle)
C/O CDI CORP.
1717 ARCH ST., 35TH FLOOR
(Street)
PHILADELPHIA PA 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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2009
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)
Code V Amount (A) or (D) Price
Common Stock 04/05/2009 M 2,583 A $0 5,382 D
Common Stock 04/05/2009 M 3,595 A $0 8,977 D
Common Stock 04/05/2009 A 415 A $10.03(1) 9,392 D
Common Stock 04/05/2009 M 1,173 A $10.03(2) 10,565 D
Common Stock 04/05/2009 M 1,159 A $10.03(2) 11,724 D
Common Stock 04/05/2009 M 1,199 A $10.03(2) 12,923 D
Common Stock 04/05/2009 A 346 A $10.03(3) 13,269 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Time-Vested Deferred Stock (4) 04/05/2009 M 2,583 07/18/2010 07/18/2010 Common Stock 2,583 $0 0 D
Time-Vested Deferred Stock (4) 04/05/2009 M 3,595 05/20/2011 05/20/2011 Common Stock 3,595 $0 0 D
Stock Purchase Plan Units (5) 04/05/2009 M 1,173 05/23/2009 05/23/2009 Common Stock 1,173 $28.41(6) 0 D
Stock Purchase Plan Units (5) 04/05/2009 M 1,159 05/15/2010 05/15/2010 Common Stock 1,159 $28.77(7) 0 D
Stock Purchase Plan Units (5) 04/05/2009 M 1,199 05/20/2011 05/20/2011 Common Stock 1,199 $27.82(8) 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. This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units vested and were converted into shares of Common Stock.
3. The price set forth in this column represents the market price of Common Stock on the date that Stock Purchase Plan Units vested and therefore the date that additional shares of Common Stock relating to dividends (which accrued during the period from the date the Units were acquired and the vesting date) were earned.
4. Each share of Time-Vested Deferred Stock (TVDS) represents a contingent right to receive one share of CDI Common Stock.
5. Upon vesting, Stock Purchase Plan units convert into shares of Common Stock on a 1-for-1 basis.
6. This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired (May 23, 2006).
7. This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired (May 15, 2007).
8. This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired (May 20, 2008).
Remarks:
Craig H. Lewis for Constantine Papadakis (deceased) 04/07/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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