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*
GARNAOUI HICHEM

(Last) (First) (Middle)
8410 W. BRYN MAWR
SUITE 700

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP [ USM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP National Network Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2005
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 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 03/31/2005 M 1,962 A $41 7,104 D
Common Shares 03/31/2005 M 3,356 A $23.61 10,460 D
Common Shares 03/31/2005 M 2,125 A $38.65 12,585 D
Common Shares 03/31/2005 S 7,443 D $45 5,142 D
Common Shares 03/31/2005 A 3,198(1) A $0 8,340 D
Common Shares 03/31/2005 F V 298(6) D $45.63 8,042 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $41 03/31/2005 M 1,962 03/31/2003 03/31/2012 Common Shares 7,850(2) $0 1,963 D
Option (Right to Buy) $23.61 03/31/2005 M 3,356 03/31/2004 03/31/2013 Common Shares 13,425(3) $0 6,713 D
Option (Right to Buy) $38.65 03/31/2005 M 2,125 03/31/2005 03/31/2014 Common Shares 8,500(4) $0 6,375 D
Option (Right to Buy) $45.63 03/31/2005 A 7,925 03/31/2006 03/31/2015 Common Shares 7,925(5) $0 7,925 D
Explanation of Responses:
1. These restricted stock units awarded under the 2005 United States Cellular Corporation Long Term Incentive Plan.
2. Granted under the United States Cellular Corporation Long Term Incentive Plan. This option became exercisable with respect to 1,962 of the Common Shares on the first anniversary of the grant date and with respect to an additional 1,963 of the Common Shares on second anniversary of the grant date and with respect to 1,962 of the Common Shares on the third anniversary of the grant date and with respect to an additional 1,963 of the Common Shares on fourth anniversary of the grant date for a total of 7,850 Common Shares..
3. Granted under the United States Cellular Corporation Long Term Incentive Plan. This option became exercisable with respect to 3,356 of the Common Shares on the first anniversary of the grant date and with respect to an additional 3,356 of the Common Shares on second anniversary of the grant date and with respect to 3,356 of the Common Shares on the third anniversary of the grant date and with respect to an additional 3,357 of the Common Shares on fourth anniversary of the grant date for a total of 13,425 Common Shares..
4. Granted under the United States Cellular Corporation Long Term Incentive Plan. This option became exercisable with respect to 25% of the Common Shares on the first anniversary of the grant date and with respect to an additional 25% of the Common Shares on each of the next three anniversary dates.
5. Granted under the 2005 United States Cellular Corporation Long Term Incentive Plan. This option becomes exercisable with respect to 25% of the Common Shares on the first anniversary of the grant date and with respect to an additional 25% of the Common Shares on each of the next three anniversary dates.
6. Delivery of Common Shares as settlement for taxes due in connection with restricted shares awarded under the United States Cellular Corporation Long Term Incentive Plan.
Remarks:
Jason N. Zimmer, By Power of Attorney For Hichem Garnaoui 04/04/2005
** 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.
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