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^*

CARLSON LEROY T JR

(Last)

(First)

(Middle)

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)
	President and CEO

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⁽²⁾		9,577.27⁽⁹⁾	D	⁽²⁾	0	I	By 401K
Special Common Shares	01/24/2012		J⁽²⁾		8,625.37⁽⁹⁾	D	⁽²⁾	0	I	By 401K
Common Shares	01/24/2012		J⁽²⁾		18,926.39	A	⁽²⁾	18,926.39⁽¹⁰⁾	I	By 401K
Common Shares	01/24/2012		J⁽²⁾		153.45	D	⁽²⁾	0	D
Common Shares	01/24/2012		J⁽²⁾		166.8002	A	⁽²⁾	166.8002	D
Special Common Shares	01/24/2012		J⁽²⁾		5,386.93	D	⁽²⁾	0⁽⁵⁾	D
Common Shares	01/24/2012		J⁽²⁾		5,386.93	A	⁽²⁾	5,553.7302⁽⁵⁾	D
Special Common Shares	01/24/2012		J⁽²⁾		1,815,587.35⁽⁴⁾	D	⁽²⁾	0	I	By Voting Trust
Common Shares	01/24/2012		J⁽²⁾		1,815,587.35	A	⁽²⁾	1,815,587.35⁽⁴⁾	I	By Voting Trust
Special Common Shares	01/24/2012		J⁽²⁾		392.25	D	⁽²⁾	0	I	By Wife
Common Shares	01/24/2012		J⁽²⁾		392.25	A	⁽²⁾	392.25	I	By Wife
Common Shares	01/24/2012		J⁽²⁾		116.01	D	⁽²⁾	0	I	By Wife
Common Shares	01/24/2012		J⁽²⁾		126.1029	A	⁽²⁾	518.35	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)
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾			7,941.54	⁽¹⁾	⁽¹⁾	Common or Special Common Shares	7,941.54	⁽²⁾	0	D
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾		8,632.454		⁽¹⁾	⁽¹⁾	Common Shares	8,632.454	⁽²⁾	8,632.454	D
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾			273.15	⁽¹⁾	⁽¹⁾	Common or Special Common Shares	273.15	⁽²⁾	0	I	By Wife
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾		296.9141		⁽¹⁾	⁽¹⁾	Common Shares	296.9141	⁽²⁾	296.9141	I	By Wife
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾			1,819,611	⁽¹⁾	⁽¹⁾	Series A Common Shares	1,819,611	⁽²⁾	0	I	By Voting Trust
Series A Common Shares	⁽²⁾	01/24/2012		J⁽²⁾		1,977,916.938		⁽¹⁾	⁽¹⁾	Common Shares	1,977,916.938	⁽²⁾	1,977,916.938⁽³⁾	I	By Voting Trust
Deferred Compensation	⁽²⁾	01/24/2012		J⁽²⁾			13,019.41⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Shares	13,019.41	⁽²⁾	0	D
Deferred Compensation	⁽²⁾	01/24/2012		J⁽²⁾		14,152.0987		⁽⁶⁾	⁽⁶⁾	Common Shares	14,152.0987	⁽²⁾	14,152.0987⁽⁶⁾	D
Deferred Compensation	⁽²⁾	01/24/2012		J⁽²⁾			36,063.492⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Special Common Shares	36,063.492	⁽²⁾	0	D
Deferred Compensation	⁽²⁾	01/24/2012		J⁽²⁾		36,063.492		⁽⁷⁾	⁽⁷⁾	Common Shares	36,063.492	⁽²⁾	50,215.59⁽⁷⁾	D
Stock Option (Right to Buy)	$60.2	01/24/2012		J⁽²⁾			68,215	12/15/2002	08/19/2012	Common and Special Common Shares	68,215	⁽²⁾	0	D
Stock Option (Right to Buy)	$28.85	01/24/2012		J⁽²⁾		142,364.705		12/15/2002	08/19/2012	Common Shares	142,364.705	⁽²⁾	142,364.705	D
Stock Option (Right to Buy)	$52.92	01/24/2012		J⁽²⁾			65,567	12/15/2003	07/03/2013	Common and Special Common Shares	65,567	⁽²⁾	0	D
Stock Option (Right to Buy)	$25.36	01/24/2012		J⁽²⁾		136,838.329		12/15/2003	07/03/2013	Common Shares	136,838.329	⁽²⁾	136,838.329	D
Stock Option (Right to Buy)	$66	01/24/2012		J⁽²⁾			67,540	12/15/2004	05/08/2014	Common and Special Common Shares	67,540	⁽²⁾	0	D
Stock Option (Right to Buy)	$31.62	01/24/2012		J⁽²⁾		140,955.98		12/15/2004	05/08/2014	Common Shares	140,995.98	⁽²⁾	140,995.98	D
Stock Option (Right to Buy)	$77.36	01/24/2012		J⁽²⁾			111,045	12/15/2005	04/20/2015	Common and Special Common Shares	111,045	⁽²⁾	0	D
Stock Option (Right to Buy)	$37.07	01/24/2012		J⁽²⁾		231,750.915		12/15/2005	04/20/2015	Common Shares	231,750.915	⁽²⁾	231,750.915	D
Stock Option (Right to Buy)	$49.8	01/24/2012		J⁽²⁾			213,333	12/15/2006	12/13/2016	Special Common Shares	213,333	⁽²⁾	0	D
Stock Option (Right to Buy)	$49.8	01/24/2012		J⁽²⁾		213,333		12/15/2006	12/13/2016	Common Shares	213,333	⁽²⁾	213,333	D
Stock Option (Right to Buy)	$59.45	01/24/2012		J⁽²⁾			179,653	12/15/2007	07/02/2017	Special Common Shares	179,653	⁽²⁾	0	D
Stock Option (Right to Buy)	$59.45	01/24/2012		J⁽²⁾		179,653		12/15/2007	07/02/2017	Common Shares	179,653	⁽²⁾	179,653	D
Stock Option (Right to Buy)	$35.35	01/24/2012		J⁽²⁾			226,425	⁽⁸⁾	08/26/2018	Special Common Shares	226,425	⁽²⁾	0	D
Stock Option (Right to Buy)	$35.35	01/24/2012		J⁽²⁾		226,425		⁽⁸⁾	08/26/2018	Common Shares	226,425	⁽²⁾	226,425	D
Stock Option (Right to Buy)	$26.95	01/24/2012		J⁽²⁾			244,000	⁽⁸⁾	05/20/2019	Special Common Shares	244,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$26.95	01/24/2012		J⁽²⁾		244,000		⁽⁸⁾	05/20/2019	Common Shares	244,000	⁽²⁾	244,000	D
Stock Option (Right to Buy)	$26.66	01/24/2012		J⁽²⁾			250,000	⁽⁸⁾	05/25/2020	Special Common Shares	250,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$26.66	01/24/2012		J⁽²⁾		250,000		⁽⁸⁾	05/25/2020	Common Shares	250,000	⁽²⁾	250,000	D
Stock Option (Right to Buy)	$29.94	01/24/2012		J⁽²⁾			230,000	⁽⁸⁾	05/13/2021	Special Common Shares	230,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$29.94	01/24/2012		J⁽²⁾		230,000		⁽⁸⁾	05/13/2021	Common Shares	230,000	⁽²⁾	230,000	D

Explanation of Responses:

1. Series A Common Shares are convertible, on a share-for-share basis, into common or special common shares.

2. 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.

3. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Series A Common shares, 104,100.453 (including 19,381.453 acquired in dividend reinvestment) are held as custodian for children and 9955.579 (including 1306.579 acquired in dividend reinvestment) are held by spouse, and 747,136 (including 18,849.008 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 3103.898 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. In addition, 937,747 Series A common Shares owned by family limited partnership.

4. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Special Common shares, 95973.33 (18016.33 including acquired in dividend reinvestment) are held as custodian for children and 13492.61 (including 1221.61 acquired in dividend reinvestment) are held by spouse, and 685,962.47 including 15965.47 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 0.94 were earned pursuant to a dividend reinvestment plan. Reporting person's GRAT owns 383,912 and wife's GRAT owns 326,250. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children.

5. Includes 3768 shares owned by children. Reporting person disclaims beneficial ownerhsip of shares owned by children.

6. Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 13,019.41 common shares units were vested at 12/31/11.

7. Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33% and 34% over three years. A total of 34,916.27 special common share units were vested at 12/31/11.

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

9. Shares held in TDS 401K plan. The number of shares fluctuates and is attributable to the price of the shares on Dec. 31, 2011.

10. Shares held in TDS 401K plan. The number of shares fluctuates and is attributable to the price of the shares on Jan. 25, 2012.

Remarks:

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