Christine A. Leahy - Nov 15, 2023 Form 4 Insider Report for CDW Corp (CDW)

Signature
/s/ Shane A. Meredith, Attorney in-Fact
Stock symbol
CDW
Transactions as of
Nov 15, 2023
Transactions value $
-$7,700,000
Form type
4
Date filed
11/17/2023, 04:52 PM
Previous filing
May 4, 2023
Next filing
Dec 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDW Common Stock, par value $0.01 Options Exercise $570K +15.1K +21.99% $37.79 83.7K Nov 15, 2023 Direct
transaction CDW Common Stock, par value $0.01 Options Exercise $1.17M +29.3K +34.99% $39.79 113K Nov 15, 2023 Direct
transaction CDW Common Stock, par value $0.01 Sale -$814K -3.74K -3.31% $217.87 109K Nov 15, 2023 Direct F1, F2
transaction CDW Common Stock, par value $0.01 Sale -$7.87M -35.9K -32.89% $218.83 73.3K Nov 15, 2023 Direct F1, F3
transaction CDW Common Stock, par value $0.01 Sale -$1.03M -4.7K -6.41% $219.45 68.6K Nov 15, 2023 Direct F1, F4
transaction CDW Common Stock, par value $0.01 Options Exercise $91.4K +2.42K +3.53% $37.79 71K Nov 16, 2023 Direct F5
transaction CDW Common Stock, par value $0.01 Options Exercise $184K +4.64K +6.52% $39.79 75.7K Nov 16, 2023 Direct F5
holding CDW Common Stock, par value $0.01 17.3K Nov 15, 2023 By the Christine A. Leahy Gift Trust F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CDW Employee Stock Option (Right to Buy) Options Exercise $0 -15.1K -86.18% $0.00 2.42K Nov 15, 2023 Common Stock, par value $0.01 15.1K $37.79 Direct F7
transaction CDW Employee Stock Option (Right to Buy) Options Exercise $0 -29.3K -86.34% $0.00 4.64K Nov 15, 2023 Common Stock, par value $0.01 29.3K $39.79 Direct F8
transaction CDW Employee Stock Option (Right to Buy) Options Exercise $0 -2.42K -100% $0.00* 0 Nov 16, 2023 Common Stock, par value $0.01 2.42K $37.79 Direct F7
transaction CDW Employee Stock Option (Right to Buy) Options Exercise $0 -4.64K -100% $0.00* 0 Nov 16, 2023 Common Stock, par value $0.01 4.64K $39.79 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 The shares acquired upon the exercise of stock options on November 16, 2023 are being held by Ms. Leahy.
F6 These shares are held in a trust for the benefit of the reporting person's children.
F7 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.
F8 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