CDI Corp
CDI CORP (Form: 4, Received: 03/07/2011 19:41:37)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SEIDERS JOSEPH R
2. Issuer Name and Ticker or Trading Symbol

CDI CORP [ CDI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP & Chief Legal Officer
(Last)          (First)          (Middle)

C/O CDI CORP., 1717 ARCH ST., 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2011
(Street)

PHILADELPHIA, PA 19103-2768
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/3/2011     M    3891   A $15.45   (1) 28960   D  
 
Common Stock   3/3/2011     A    392   A $15.45   (3) 29352   D  
 
Common Stock   3/3/2011     F    1407   D $15.45   (9) 27945   D  
 
Common Stock   3/3/2011     M    250   A $0   28195   D  
 
Common Stock   3/3/2011     A    25   A $15.45   (4) 28220   D  
 
Common Stock   3/3/2011     F    103   D $15.45   (5) 28117   D  
 
Common Stock                  10531   I   held in 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Purchase Plan Units     (6) 3/3/2011     M         3891    3/3/2011   3/3/2011   Common Stock   3891   $24.81   (2) 0   D  
 
Time-Vested Deferred Stock     (7) 3/3/2011     M         250      (8) 3/3/2013   Common Stock   250   $0   500   D  
 

Explanation of Responses:
( 1)  This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units vested and were converted into shares of Common Stock.
( 2)  This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired 3/3/11.
( 3)  The price set forth in this column represents the market price of Common Stock on the date that Stock Purchase Plan units vested and therefore the date that additional shares of Common Stock relating to dividends (which accrued during the period from the date the units were acquired and the vesting date) were earned.
( 4)  Under the terms of the Time-Vested Deferred Stock (TVDS) granted to the Reporting Person, if dividends were paid on Common Stock between the grant date and the vesting date of the TVDS, then upon vesting of the TVDS the Reporting Person is entitled to receive additional shares of Common Stock equal to the aggregate value of the dividends relating to those shares. The price set forth in this column represents the market price of Common Stock on the date that shares of TVDS owned by the Reporting Person vested and therefore the date that additional shares of Common Stock relating to dividends were earned.
( 5)  This is the market price of Common Stock on the date that shares of TVDS owned by the Reporting Person vested and was therefore the price used to calculate the number of shares deducted to satisfy tax withholding obligations.
( 6)  Upon vesting, Stock Purchase Plan units convert into shares of Common Stock on a 1-for-1 basis.
( 7)  Each share of Time-Vested Deferred Stock (TVDS) represents a contingent right to receive one share of CDI Common Stock.
( 8)  The shares of TVDS vest 20% per year on each of the first five anniversaries of the date of grant, which was acquired (3/3/08).
( 9)  This is the market price of Common Stock on the date that Stock Purchase Plan units owned by the Reporting Person vested and was therefore the price used to calculate the number of shares deducted to satisfy tax withholding obligations.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEIDERS JOSEPH R
C/O CDI CORP.
1717 ARCH ST., 35TH FLOOR
PHILADELPHIA, PA 19103-2768


Sr. VP & Chief Legal Officer

Signatures
Craig H. Lewis, under Power of Attorney from Joseph R. Seiders (filed on 3/1/2011) 3/7/2011
** 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).
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