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*
SEREDA PETER L

(Last) (First) (Middle)
30 N. LASALLE ST., STE. 4000

(Street)
CHICAGO IL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Treasurer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
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)
Amount (A) or (D) Price
Common Shares 12/31/2005 J(1) 1.88 A (1) 241.43 I By 401K plan
Special Common Shares(6) 12/31/2005 J(1)(6) 242.42 A (1) 242.42 I By 401K Plan
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to buy)(3)(6) $102.79 05/13/2005 J(3)(6) 5,700 12/15/2000 04/28/2010 Tandem Common and Special Common Shares(3) 5,700 (3) 5,700 D
Option (Right to buy)(3)(6) $117.51 05/13/2005 J(3)(6) 9,800 (2) 09/16/2010 Tandem Common and Special Common Shares(3) 9,800 (3) 9,800 D
Option (Right to buy)(3)(6) $99.44 05/13/2005 J(3)(6) 5,305 12/15/2001 04/30/2011 Tandem Common and Special Common Shares(3) 5,305 (3) 5,305 D
Option (Right to buy)(3)(6) $66 05/13/2005 J(3)(6) 10,380 12/15/2004 05/08/2014 Tandem Common and Special Common Shares(3) 10,380 (3) 10,380 D
Option (Right to Buy)(3)(6) $77.36 05/13/2005 J(3)(6) 13,762 12/15/2005 04/20/2005 Tandem Common and Special Common Shares(3) 13,762 (3) 13,762 D
Restricted Stock Units(5)(6) (4) 05/13/2005 J(5)(6) 2,261 12/15/2007 (4) Tandem Common and Special Common Shares(5) 2,261 (5) 2,261 D
Explanation of Responses:
1. Voluntary reporting of shares acquired in 2005 in the TDS 401K. The information is based on a plan statement dated 12/31/05. The number of shares fluctuates and is attributable to the price of the shares on 12/31/05.
2. Granted under the 1998 Long term incentive plan. The option becomes exercisable with respect to 2450 common shares on 12/15/01, 12/15/02, 12/15/03 and with respect to an addtional 2450 common shares on 12/15/04 for a total of 9800 common shares.
3. Common shares were granted without consideration under the long-term incentive plan. As a result of the special common dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number of common shares originally subject to the option plus an equal number of special common shares.
4. Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007.
5. Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend,all restricted stock units as of May 13 that are be settled in common shares, whether vested or unvested, were adjusted to provide shat such award will be settled in the number of common shares originally subject to the award plus an equal number of special common shares.
6. On May 13 TDS authorized a special common dividend to holders of common shares in which one special common share was distributed to all shareholders making this acquisition exempt from Section 16a-9(a).
Remarks:
Julie D. Mathews, by power of atty 01/18/2006
** 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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