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SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2014	3. Issuer Name and Ticker or Trading Symbol VWR Corp [ VWR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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 X Form 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)
Common Stock, par value $0.01	102,000,000	I	See footnotes(1)(2)(3)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Varietal Distribution Holdings, LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Madison Dearborn Capital Partners V - A L P (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madison Dearborn Capital Partners V - C L P (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MDCP Co-Investors (Varietal) LP (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MDCP Co-investors(Varietal-2) LP (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS V-A&C, L.P. (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FINNEGAN PAUL J (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MENCOFF SAMUEL M (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the 102,000,000 shares set forth herein. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of directors, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 2)

2. Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the units directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Messrs. Finnegan and Mencoff also each have an indirect pecuniary interest in such shares through their respective investments in the MDP Funds. Messrs. Finnegan and Mencoff and each of the MDP Funds hereby disclaim any beneficial ownership of any shares directly held by Varietal, except to the extent of their respective pecuniary interests therein.

3. The other beneficial owners of the reported securities have separately filed Form 3's.

Remarks:

Pursuant to the Director Nomination Agreement, to be entered into as of October 6, 2014, by and among the issuer, Varietal and the MDP Funds, Varietal will have the right to appoint or nominate for election to the issuer's board of directors, as applicable, such number of representatives that, when compared to the authorized number of directors on the board, is closest to but not less than proportional to the total number of shares of common stock over which Varietal and its affiliates retain direct or indirect voting control relative to the total number of shares of common stock then issued and outstanding. Exhibit 24.1 Power of Attorney

	Madison Dearborn Partners, LLC /s/ Annie S. Terry, by power of attorney	10/01/2014
	Varietal Distribution Holdings, LLC /s/ Annie S. Terry, by power of attorney	10/01/2014
	Madison Dearborn Capital Partners V-A, L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	Madison Dearborn Capital Partners V-C, L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	Madison Dearborn Capital Partners V Executive-A, L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	MDCP Co-Investors (Varietal), L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	MDCP Co-Investors (Varietal-2), L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	Madison Dearborn Partners V-A&C, L.P. /s/ Annie S. Terry, by power of attorney	10/01/2014
	Paul J. Finnegan /s/ Annie S. Terry, by power of attorney	10/01/2014
	Samuel M. Mencoff /s/ Annie S. Terry, by power of attorney	10/01/2014
	** 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 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).
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