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^*

MEYERS KENNETH R

(Last)

(First)

(Middle)

TDS

30 N. LASALLE ST. STE. 4000

(Street)

CHICAGO

60602

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

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)
Common Shares	01/24/2012		J⁽¹⁾		3,201.03⁽⁵⁾	D	⁽¹⁾	0	I	By 401(k)
Special Common Shares	01/24/2012		J⁽¹⁾		872.59⁽⁵⁾	D	⁽¹⁾	0	I	By 401(k)
Common Shares	01/24/2012		J⁽¹⁾		4,441.39	A	⁽¹⁾	4,441.39⁽⁴⁾	I	By 401(k)
Special Common Shares	01/24/2012		J⁽¹⁾		31,872.931	D	⁽¹⁾	0	D
Common Shares	01/24/2012		J⁽¹⁾		31,872.931	A	⁽¹⁾	31,872.931	D
Common Shares	01/24/2012		J⁽¹⁾		870.8559	D	⁽¹⁾	0	D
Common Shares	01/24/2012		J⁽¹⁾		946.6204	A	⁽¹⁾	32,819.5514	D
Common Shares	01/24/2012		J⁽¹⁾		500	D	⁽¹⁾	0	I	By Wife
Common Shares	01/24/2012		J⁽¹⁾		543	A	⁽¹⁾	543	I	By Wife
Special Common Shares	01/24/2012		J⁽¹⁾		500	D	⁽¹⁾	0	I	By Wife
Common Shares	01/24/2012		J⁽¹⁾		500	A	⁽¹⁾	500	I	By Wife

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)
Deferred Compensation	⁽¹⁾	01/24/2012		J⁽¹⁾			15,387.03	⁽²⁾	⁽²⁾	Special Common Shares	15,387.03	⁽¹⁾	0	D
Deferred Compensation	⁽¹⁾	01/24/2012		J⁽¹⁾		15,387.03		⁽²⁾	⁽²⁾	Common Shares	15,387.03	⁽¹⁾	15,387.03	D
Option (Right to Buy)	$59.45	01/24/2012		J⁽¹⁾			52,942	12/15/2007	07/02/2017	Special Common Shares	52,942	⁽¹⁾	0	D
Option (Right to Buy)	$59.45	01/24/2012		J⁽¹⁾		52,942		12/15/2007	07/02/2017	Common Shares	52,942	⁽¹⁾	52,942	D
Option (Right to Buy)	$35.35	01/24/2012		J⁽¹⁾			93,000	⁽³⁾	08/26/2018	Special Common Shares	93,000	⁽¹⁾	0	D
Option (Right to Buy)	$35.35	01/24/2012		J⁽¹⁾		93,000		⁽³⁾	08/26/2018	Common Shares	93,000	⁽¹⁾	93,000	D
Options (Right to Buy)	$26.95	01/24/2012		J⁽¹⁾			129,400	⁽³⁾	05/20/2019	Special Common Shares	129,400	⁽¹⁾	0	D
Option (Right to Buy)	$26.95	01/24/2012		J⁽¹⁾		129,400		⁽³⁾	05/20/2019	Common Shares	129,400	⁽¹⁾	129,400	D
Option (Right to Buy)	$26.66	01/24/2012		J⁽¹⁾			132,500	⁽³⁾	05/25/2020	Special Common Shares	132,500	⁽¹⁾	0	D
Option (Right to Buy)	$26.66	01/24/2012		J⁽¹⁾		132,500		⁽³⁾	05/25/2020	Common Shares	132,500	⁽¹⁾	132,500	D
Option (Right to Buy)	$29.94	01/24/2012		J⁽¹⁾			121,200	⁽³⁾	05/13/2021	Special Common Shares	121,200	⁽¹⁾	0	D
Option (Right to Buy)	$29.94	01/24/2012		J⁽¹⁾		121,200		⁽³⁾	05/13/2021	Common Shares	121,200	⁽¹⁾	121,200	D
Restricted Stock Units	⁽⁶⁾	01/24/2012		J⁽¹⁾			17,000	12/15/2012	12/15/2012	Special Common Shares	17,000	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	01/24/2012		J⁽¹⁾		17,000		12/15/2012	12/15/2012	Common Shares	17,000	⁽¹⁾	17,000	D
Restricted Stock Units	⁽⁷⁾	01/24/2012		J⁽¹⁾			16,700	12/02/2013	12/02/2013	Special Common Shares	16,700	⁽¹⁾	0	D
Restricted Stock Units	⁽⁷⁾	01/24/2012		J⁽¹⁾		16,700		12/02/2013	12/02/2013	Common Shares	16,700	⁽¹⁾	16,700	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. Reporting person deferred bonuses pursuant to the Long Term Incentive Plan. The employer match vests ratably 33%, 33% and 34% per year over a 3 year period, a total of 14,613.24 shares are vested.

3. Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first annual anniversary, one-third on the second annual anniversary and one-third on the third annual anniversary.

4. Shares held in the TDS 401(k). The number of shares fluctuates and is attributable to the price of the shares on Jan. 25, 2012.

5. Shares held in the TDS 401(k). The number of shares fluctuates and is attributable to the price of the shares on Dec. 31, 2011.

6. Restricted stock vests on Dec. 15, 2012.

7. Restricted stock 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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