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VH MergerSub, Inc., et al. – ‘3’ for 5/29/07 re: CDW Corp.

On:  Friday, 6/8/07, at 4:33pm ET   ·   For:  5/29/07   ·   As:  10% Owner and Other   ·   Accession #:  1181431-7-38955   ·   File #:  0-21796

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/08/07  VH MergerSub, Inc.                3          %Own.,Oth.  1:8K   CDW Corp.                         R R Donnelley … Filer/FA
          VH Holdings, Inc.
          Madison Dearborn Partners LLC

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML      8K 
                Securities by an Insider -- rrd162279.xml/2.2


        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Initial Statement of Beneficial Ownership of Securities by an Insider
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS LLC
(Last)(First)(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 3800
(Street)
CHICAGOIL60602
(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
5/29/07		3. Issuer Name and Ticker or Trading Symbol
CDW CORP [ CDWC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
See Remarks (2)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are benefically owned.0 (1) (2)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
MADISON DEARBORN PARTNERS LLC
(Last)(First)(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 3800
(Street)
CHICAGOIL60602
(City)(State)(Zip)
1. Name and Address of Reporting Person*
VH Holdings, Inc.
(Last)(First)(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 3800
(Street)
CHICAGOIL60602
(City)(State)(Zip)
1. Name and Address of Reporting Person*
VH MergerSub, Inc.
(Last)(First)(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 3800
(Street)
CHICAGOIL60602
(City)(State)(Zip)
Explanation of Responses:
(1)  VH Holdings, Inc. and VH MergerSub, Inc. are parties to that certain Support Agreement, dated as of May 29, 2007 (the "Support Agreement"), with each of Michael P. Krasny Revocable Trust U/A/D July 1, 1993, Circle of Service Foundation, Inc., MPK-DT 2005 GRAT I, MPK-DT 2006 GRAT II, MPK DT 2006 GRAT III, MPK 2006 GRAT I, MPK 2006 GRAT II, MPK-DT 2006 GRAT I (the "Stockholders"). Pursuant to the Support Agreement, the Stockholders have agreed, among other things, to vote their shares of Common Stock in favor of the transactions contemplated by that certain Agreement and Plan of Merger among VH Holdings, Inc., VH MergerSub, Inc. and the Issuer dated as of May 29, 2007. As a result of entering into the Support Agreement, VH Holdings, Inc. and VH MergerSub, Inc. may be deemed beneficial owners of the shares of Common Stock subject to the Support Agreement.(Continued on foot note 2)
(2)  Madison Dearborn Partners, LLC, as the entity at whose direction VH Holdings, Inc. and VH MergerSub, Inc. were formed, may also be deemed beneficial owner of the shares of Common Stock subject to the Support Agreement. None of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Support Agreement, and each expressly disclaims beneficial ownership of such shares for all purposes.
Remarks:
(1) Entity at whose direction VH Holdings, Inc. and VH MergerSub, Inc. were formed. (2)Sole shareholder of VH MergerSub, Inc.
/s/ VH MergerSub, Inc. by Benjamin D. Chereskin, its President and Assistant Secretary 6/8/07
/s/ VH Holdings, Inc. by Benjamin D. Chereskin, its President and Assistant Secretary 6/8/07
/s/ Madison Dearborn Partners, LLC by Mark B. Tresnowski, its Managing Director and General Counsel 6/8/07
** Signature of Reporting PersonDate
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 5 (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.

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