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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CDW Corp [ CDW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/15/2023 | M | 15,090 | A | $37.79 | 83,711.96 | D | |||
Common Stock, par value $0.01 | 11/15/2023 | M | 29,293 | A | $39.79 | 113,004.96 | D | |||
Common Stock, par value $0.01 | 11/15/2023 | S | 3,737(1) | D | $217.87(2) | 109,267.96 | D | |||
Common Stock, par value $0.01 | 11/15/2023 | S | 35,943(1) | D | $218.83(3) | 73,324.96 | D | |||
Common Stock, par value $0.01 | 11/15/2023 | S | 4,703(1) | D | $219.45(4) | 68,621.96 | D | |||
Common Stock, par value $0.01 | 11/16/2023 | M | 2,419(5) | A | $37.79 | 71,040.96 | D | |||
Common Stock, par value $0.01 | 11/16/2023 | M | 4,635(5) | A | $39.79 | 75,675.96 | D | |||
Common Stock, par value $0.01 | 17,250(6) | I | By the Christine A. Leahy Gift Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (Right to Buy) | $37.79 | 11/15/2023 | M | 15,090 | (7) | 02/19/2025 | Common Stock, par value $0.01 | 15,090 | $0 | 2,419 | D | ||||
Employee Stock Option (Right to Buy) | $39.79 | 11/15/2023 | M | 29,293 | (8) | 03/02/2026 | Common Stock, par value $0.01 | 29,293 | $0 | 4,635 | D | ||||
Employee Stock Option (Right to Buy) | $37.79 | 11/16/2023 | M | 2,419 | (7) | 02/19/2025 | Common Stock, par value $0.01 | 2,419 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $39.79 | 11/16/2023 | M | 4,635 | (8) | 03/02/2026 | Common Stock, par value $0.01 | 4,635 | $0 | 0 | D |
Explanation of Responses: |
1. On August 7, 2023, the reporting person adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. This plan provides for the exercise of stock options and sale of up to an aggregate of 51,437 underlying shares of common stock of the Issuer during the period from November 15, 2023 through April 30, 2024. |
2. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $217.22 to $218.21, inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold. |
3. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $218.22 to $219.21, inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold. |
4. The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $219.215 to $219.71 , inclusive. The reporting person undertakes to provide to the SEC, the Issuer and any security holder, the full information regarding the number of shares and the prices at which the shares were sold. |
5. The shares acquired upon the exercise of stock options on November 16, 2023 are being held by Ms. Leahy. |
6. These shares are held in a trust for the benefit of the reporting person's children. |
7. 31,754 options were granted of which one third of the shares vested on each of February 19, 2016, 2017 and 2018. The grant was made under the CDW Corporation Long-Term Incentive Plan. |
8. 33,928 options were granted of which one third of the shares vested on each of March 2, 2017, 2018 and 2019. The grant was made under the CDW Corporation Long-Term Incentive Plan. |
Remarks: |
Chair, President and Chief Executive Officer |
/s/ Shane A. Meredith, Attorney in-Fact | 11/17/2023 | |
** 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. | ||
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. |