| 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
ALLTEL CORP [ AT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2005 | ||||||||||||||||||||||||||
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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 Stock | 05/13/2005 | J | 354,200 | A | (1) | 554,200 | I | Note(2) | ||
| Common Stock | 05/13/2005 | J | 354,200 | A | (3) | 914,401 | I | Note(4) | ||
| Common Stock | 1,542(5) | D | ||||||||
| Common Stock | 99 | I | Note(6) | |||||||
| Common Stock | 3,240,597 | I | Note(7) | |||||||
| Common Stock | 1,004,094 | I | Note(8) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Shares acquired pursuant to the conversion, effective as of May 17, 2005, of 400,000 Corporate Units of the Issuer (NYSE symbol: AYZ) into the Common Stock of the Issuer at the settlement rate of 0.8855 shares of Common Stock per 1 Corporate Unit, which settlement rate was (1) determined based upon the average closing price per share of the Common Stock for the 20 consecutive trading days ending May 12, 2005 following the close of trading on that date, and (2) announced by the Issuer on May 13, 2005 |
| 2. Owned by a partnership, Areljay, L.P., a partner of which is a corporation of which the Reporting Person is a shareholder, officer and director, and another partner of which is a partnership of which the Reporting Person is a partner |
| 3. Shares acquired pursuant to the conversion, effective as of May 17, 2005, of 400,000 Corporate Units of the Issuer (NYSE symbol: AYZ) into the Common Stock of the Issuer at the settlement rate of 0.8855 shares of Common Stock per 1 Corporate Unit, which settlement rate was (1) determined based upon the average closing price per share of the Common Stock for the 20 consecutive trading days ending May 12, 2005 following the close of trading on that date, and (2) announced by the Issuer on May 13, 2005 |
| 4. Owned by a partnership, the Crown Fund, of which the Reporting Person and trusts for his benefit are partners |
| 5. Shares issued pursuant to directors stock compensation plan adopted January 28, 1999, qualifying under Rule 16b-3(d), 1,050 of which shares are subject to a substantial risk of forfeiture until April 19, 2006 |
| 6. Owned by the Reporting Person's spouse |
| 7. Owned by a partnership, Independent Cellular Network Partners, a partner of which is a partnership of which the Reporting Person and trusts for his benefit are partners |
| 8. Owned by a corporation, Henry Crown and Company, of which the Reporting Person is an officer and a director, and of which the Reporting Person and trusts for his benefit are shareholders |
| Remarks: |
| The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein which are (1) owned by his spouse, or (2) owned by entities, except the extent of his beneficial interest in such entities. |
| /s/ William H. Crown | 05/17/2005 | |
| ** 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. | ||
| 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. | ||