SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HERBERT C THEODORE

(Last)

(First)

(Middle)

30 N. LASALLE ST., STE. 4000

(Street)

CHICAGO

60451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Special Common Shares	01/24/2012		J⁽¹⁾		38,712	D	⁽¹⁾	0	D
Common Shares	01/24/2012		J⁽¹⁾		38,712	A	⁽¹⁾	38,712	D
Common Shares	01/24/2012		J⁽¹⁾		41,364	D	⁽¹⁾	0	D
Common Shares	01/24/2012		J⁽¹⁾		44,962	A	⁽¹⁾	83,674	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$59	01/24/2012		J⁽¹⁾			8,855	12/15/2002	07/05/2012	Common and Special Common Shares	8,855	⁽¹⁾	0	D
Stock Option (Right to buy)	$28.27	01/24/2012		J⁽¹⁾		18,480.385		12/15/2002	07/05/2012	Common Shares	18,480.385	⁽¹⁾	18,480.385	D
Stock Option (Right to buy)	$52.92	01/24/2012		J⁽¹⁾			9,085	12/15/2003	07/03/2013	Common and Special Common Shares	9,085	⁽¹⁾	0	D
Stock Option (Right to buy)	$25.36	01/24/2012		J⁽¹⁾		18,960.395		12/15/2003	07/03/2013	Common Shares	18,960.395	⁽¹⁾	18,960.395	D
Stock Option (Right to buy)	$66	01/24/2012		J⁽¹⁾			8,545	12/15/2004	05/08/2014	Common and Special Common Shares	8,545	⁽¹⁾	0	D
Stock Option (Right to buy)	$31.62	01/24/2012		J⁽¹⁾		17,833.42		12/15/2004	05/08/2014	Common Shares	17,833.42	⁽¹⁾	17,833.42	D
Stock Option (Right to buy)	$77.36	01/24/2012		J⁽¹⁾			13,435	12/15/2005	04/20/2015	Common and Special Common Shares	13,435	⁽¹⁾	0	D
Stock Option (Right to buy)	$37.07	01/24/2012		J⁽¹⁾		28,038.85		12/15/2005	04/20/2015	Common Shares	28,038.85	⁽¹⁾	28,038.85	D
Stock Option (Right to buy)	$38	01/24/2012		J⁽¹⁾			37,437	12/15/2006	06/19/2016	Special Common Shares	37,437	⁽¹⁾	0	D
Stock Option (Right to buy)	$38	01/24/2012		J⁽¹⁾		37,437		12/15/2006	06/19/2016	Common Shares	37,437	⁽¹⁾	37,437	D
Stock Option (Right to buy)	$59.45	01/24/2012		J⁽¹⁾			25,737	12/15/2007	07/02/2017	Special Common Shares	25,737	⁽¹⁾	0	D
Stock Option (Right to buy)	$59.45	01/24/2012		J⁽¹⁾		25,737		12/15/2007	07/02/2017	Common Shares	25,737	⁽¹⁾	25,737	D
Stock Option (Right to buy)	$35.35	01/24/2012		J⁽¹⁾			31,500	⁽²⁾	08/26/2018	Special Common Shares	31,500	⁽¹⁾	0	D
Stock Option (Right to buy)	$35.35	01/24/2012		J⁽¹⁾		31,500		⁽²⁾	08/26/2018	Common Shares	31,500	⁽¹⁾	31,500	D
Stock Option (Right to buy)	$26.95	01/24/2012		J⁽¹⁾			38,600	⁽²⁾	05/20/2019	Special Common Shares	38,600	⁽¹⁾	0	D
Stock Option (Right to buy)	$26.95	01/24/2012		J⁽¹⁾		38,600		⁽²⁾	05/20/2019	Common Shares	38,600	⁽¹⁾	38,600	D
Stock Option (Right to buy)	$26.66	01/24/2012		J⁽¹⁾			37,800	⁽²⁾	05/25/2020	Special Common Shares	37,800	⁽¹⁾	0	D
Stock Option (Right to buy)	$26.66	01/24/2012		J⁽¹⁾		37,800		⁽²⁾	05/25/2020	Common Shares	37,800	⁽¹⁾	37,800	D
Stock Option (Right to buy)	$29.94	01/24/2012		J⁽¹⁾			32,900	⁽²⁾	05/13/2021	Special Common Shares	32,900	⁽¹⁾	0	D
Stock Option (Right to buy)	$29.94	01/24/2012		J⁽¹⁾		32,900		⁽²⁾	05/13/2021	Common Shares	32,900	⁽¹⁾	32,900	D
Restricted Stock Units	⁽³⁾	01/24/2012		J⁽¹⁾			5,100	12/15/2012	12/15/2012	Special Common Shares	5,100	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	01/24/2012		J⁽¹⁾		5,100		12/15/2012	12/15/2012	Common Shares	5,100	⁽¹⁾	5,100	D
Restricted Stock Units	⁽⁴⁾	01/24/2012		J⁽¹⁾			5,000	12/02/2013	12/02/2013	Special Common Shares	5,000	⁽¹⁾	0	D
Restricted Stock Units	⁽⁴⁾	01/24/2012		J⁽¹⁾		5,000		12/02/2013	12/02/2013	Common Shares	5,000	⁽¹⁾	5,000	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-3 and Rule 16b-7, each Special Common Share was reclassified into one Common Share, each Common Share was reclassified into 1.087 Common Shares, and each Series A Common Share was reclassified into 1.087 Series A Common Shares, and each stock award relating to such shares was appropriately adjusted.

2. Granted under the 2004 Long Term Incentive Plan. Option vests over a 3 year period with one-third vesting on the first annual anniversary, one-third on the second annual anniversary and one-third on the third annual anniversary.

3. Restricted stock that vests on Dec. 15, 2012.

4. Restricted stock that vests on Dec. 2, 2013.

Remarks:

	Julie D. Mathews, by power of atty	01/26/2012
	** 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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