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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Larney Robert M 		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)
Interim CEO; CFO
(Last)          (First)          (Middle)

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

8/30/2014
(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   8/30/2014     M    2884   A $0   15014   D  
 
Common Stock   8/30/2014     A    296   A $15.17   (1) 15310   D  
 
Common Stock   8/30/2014     F    1081   D $15.17   (2) 14229   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
Time-Vested Deferred Stock (TVDS)     (3) 8/30/2014     M         2884      (4) 8/30/2016   Common Stock   2884   $0   5768   D  
 

Explanation of Responses:
( 1)  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.
( 2)  This is the market price of Common Stock on the day that shares of TVDS owned by the Reporting Person vested and was the price used to calculate the number of shares deducted to satisfy tax withholding obligations.
( 3)  Upon vesting, shares of TVDS convert into shares of Common Stock on a 1-for-1 basis.
( 4)  The shares of TVDS vest 20% per year on each of the first five anniversaries of 08/30//11.

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

Interim CEO; CFO

Signatures
Craig H. Lewis, as attorney-in-fact for Robert M. Larney (pursuant to Power of Attorney previously filed) 9/2/2014
** 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 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).
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 control number.
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