SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CARLSON WALTER CD

(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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							24,344.566	D
Common Shares	09/05/2012		G	75,481	D	⁽⁴⁾	1,911,962.304⁽²⁾	I	By Voting Trust
Common Shares	09/05/2012		G	75,481	A	⁽⁴⁾	1,911,962.304⁽²⁾	I	By Voting Trust
Common Shares	01/04/2012		G	55,800	D	⁽⁵⁾	1,911,962.304⁽²⁾	I	By Voting Trust
Common Shares	01/04/2012		G	55,800	A	⁽⁵⁾	1,911,962.304⁽²⁾	I	By Voting Trust

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)	4. Transaction Code (Instr. 8)	(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	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares	1,038.2324		1,038.2324	D
Series A Common Shares	⁽¹⁾	12/17/2012		G⁽⁶⁾		701,334.499	⁽¹⁾	⁽¹⁾	Common Shares	2,171,192.645	⁽³⁾	2,171,192.645⁽³⁾	I	By Voting Trust

Explanation of Responses:

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

2. Reporting person is one of four trustees which is record owner of these shares and while files its holdings on forms 4. Of these shares, 117,184.494 are held as custodian for children, 7770 are held by wife, and 686,321.57 are held by family partnership of which reporting person is a general partner. Reporting person disclaims beneficial ownerhip of shares held for benefit of persons other than the reporting person. The remaining shares include 151,139 shares owned by two GRAT's, and 949,547.24 in the individual reporting person's name.

3. Reporting person is one of four trustees which is record owner of these shares and while files its holdings on forms 4. Of these shares, 126,548.362 are held as custodian for children, 5591.406 held by children, 701,334.499 are held by a family limited partnership, and 747,559.97 are held by family partnership of which reporting person is a general partner. Reporting person disclaims beneficial ownerhip of the shares held for the benefit of persons other than the reporting person. The remaining shares include 582,729.064 owned by two GRAT's and 7429.344 shares in the individuals reporting person's name.

4. On Sept. 5, 2012, the reporting person transferred voting trust certificates representing 75,481 common shares from reporting person's GRAT to reporting person individually. The reporting person previously reported all securities held in his name and through a GRAT. Accordingly, the transfer of voting trust certificates did not result in any change in the number of securities reported as beneficially owned by the reporting person.

5. On Jan. 4, 2012, the reporting person transferred voting trust certificates representing 55,800 common shares from reporting person's GRAT to reporting person individually. The reporting person previously reported all securities held in his name and through a GRAT. Accordingly, the transfer of voting trust certificates did not result in any change in the number of securities reported as beneficially owned by the reporting person.

6. Voting trust certificates representing 701,334.499 shares were contributed by the reporting person and spouse to a family limited partnership. The reporting person previously reported all securities held in his name and his spouse's name, accordingly the transfer of voting certificates did not result in an change in the number of securities reported..

Remarks:

	Julie D. Mathews, by power of atty	01/23/2013
	** 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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