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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 5,553.7302(2) | D | ||||||||
Common Shares | 03/25/2012 | G(3) | V | 150,000 | D | $0 | 150,000 | I | By Marital Trust | |
Common Shares | 05/11/2012 | G(4) | V | 124,126 | D | $0 | 0 | I | By Voting Trust | |
Common Shares | 05/11/2012 | G(4) | V | 124,126 | A | $0 | 124,126 | I | By FLP through Voting Trust | |
Common Shares | 518.35 | I | By Wife |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Common Shares | (1) | (1) | (1) | Common Shares | 8,632.454 | 8,632.454 | D | ||||||||
Series A Common Shares | (1) | (1) | (1) | Common Shares | 296.9141 | 296.9141 | I | By Wife | |||||||
Series A Common Shares | (1) | 05/11/2012 | G(4) | V | 175,874 | (4) | (4) | Common Shares | 175,874 | (1) | 0 | I | By Voting Trust | ||
Series A Common Shares | (1) | 05/11/2012 | G(4) | V | 175,874 | (4) | (4) | Common Shares | 175,874 | (1) | 175,874 | I | By FLP through Voting Trust | ||
Option (Right to buy) | $20.79 | 05/16/2012 | A | 309,200 | (6) | 05/16/2022 | Common shares | 309,200 | (6) | 309,200 | D | ||||
Restricted stock units | (5) | 05/16/2012 | A | 57,500 | 12/01/2014 | (5) | Common Shares | 57,500 | (5) | 57,500 | D |
Explanation of Responses: |
1. Series A Common Shares are convertible, on a share-for-share basis, into common shares. |
2. Includes 3768 shares owned by children. Reporting person disclaims beneficial ownerhsip of shares owned by children. |
3. Voting trust certificates representing 150,000 Common Shares were contributed by the reporting person to a marital trust. The reporting person's spouse is the trustee and a beneficiary of the marital trust. The reporting person continues to report beneficial ownership of all of the shares contributed to the marital trust, but disclaims beneficial ownership thereof. |
4. Voting trust certificates representing 124,126 Common Shares and 175,874 Series A Common Shares were contributed by the reporting person to a family limited partnership (FLP) in exchange for general partner units and limited partner units. The reporting person and his spouse received general partner units and the reporting person received limited partner units. The reporting person continues to report all Common Shares and Series A Common Shares in the FLP, but disclaims beneficial ownership of shares in which he has no pecuniary interest. |
5. Restricted stock units award pursuant to the long term incentive plan. Stock units will become vested on December 1, 2014. |
6. Granted under the 2011 Long-Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the first annual anniversary, one-third on the second annual anniversary and one-third on the third annual anniversary. |
Remarks: |
Julie D. Mathews, by power of atty | 05/18/2012 | |
** 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). | ||
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 Number. |