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^*

BRAILER DANIEL A

(Last)

(First)

(Middle)

225 WEST STATION SQUARE DRIVE, SUITE 700

(Street)

PITTSBURGH

15219

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	TREASURER/ CORPORATE SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2004

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)
WESCO International Common Stock								9,175	I	Portion of shares owned by spouse⁽¹⁾
WESCO International Common Stock	03/17/2004	03/17/2004	S		1,500	D	$15.25	7,675	I	Portion of shares owned by spouse⁽¹⁾
WESCO International Common Stock	03/19/2004	03/19/2004	S		1,277	D	$16	6,398	I	Portion of shares owned by spouse⁽²⁾

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)
Option for WESCO International Common Stock	$18							⁽³⁾	05/11/2009	WESCO International Common Stock	9,175		9,175	D
Option for WESCO International Common Stock	$9.875							⁽⁴⁾	05/11/2010	WESCO International Common Stock	7,500		16,675	D
Option for WESCO International Common Stock	$4.5							⁽⁴⁾	12/21/2011	WESCO International Common Stock	10,000		26,675	D
Option for WESCO International Common Stock	$7.08							⁽⁴⁾	05/01/2012	WESCO International Common Stock	10,000		36,675	D
Option for WESCO International Common Stock	$5.9	08/22/2003		A		22,500		⁽⁵⁾	08/22/2013	WESCO International Common Stock	22,500	$5.9	59,175	D

Explanation of Responses:

1. Of the 9,175 shares in total, 2,777 are owned by Dorothy Brailer (spouse).

2. The balance of these shares, after this transaction, are directly owned by Daniel Brailer.

3. Half of the options granted vested over a four-year time period beginning with the grant date, with the remaining half being subject to accellerated vesting based on performance. Any options not yet vested become vested 90 days prior to the expiration date of the options.

4. Options are subject to performance vesting, with any unvested options becoming vested 90 days prior to the expiration date of such options.

5. Options vest at a rate of 1/3 per year on the anniversary date of the option grant over the next three years.

Remarks:

	/s/ Daniel A. Brailer	03/22/2004
	** 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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