CDI Corp
CDI CORP (Form: 4, Received: 05/17/2010 16:28:16)
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 *

KARLSON LAWRENCE C
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

5/15/2010
(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   5/15/2010     M    2549   A $17.05   (1) 83854   D  
 
Common Stock   5/15/2010     A    230   A $17.05   (2) 84084   D  
 

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     (3) 5/15/2010     M         2549    5/15/2010   5/15/2010   Common Stock   2549   $28.77   (4) 0   D  
 

Explanation of Responses:
( 1)  This was the closing price per share of Common Stock on the last preceding trading date prior to the date that the Stock Purchase Plan units vested (which was on a weekend) and were converted into shares of Common Stock.
( 2)  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.
( 3)  Upon vesting, Stock Purchase Plan units convert into shares of Common Stock on a 1-for-1 basis.
( 4)  This was the closing price per share of Common Stock on the date that the Stock Purchase Plan units were acquired (05/15/2007).

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



Signatures
Lawrence C. Karlson 5/17/2010
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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