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 LEROY T JR

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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	11/21/2018		G	500	D	⁽¹³⁾	101,890⁽⁷⁾	D
Common Shares	12/10/2018		G	2,000	D	⁽¹³⁾	101,549⁽⁷⁾	D
Common Shares							518	I	By wife
Common Shares							20,719⁽⁴⁾	I	By 401K
Common Shares							1,864,042.29⁽⁵⁾⁽¹¹⁾	I	By Voting Trust
Common Shares							78,943⁽⁹⁾	I	By 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)
Option (Right to buy)	$26.66						⁽⁶⁾	05/25/2020	Common Shares	250,000		250,000	D
Option (Right to buy)	$29.94						⁽⁶⁾	05/13/2021	Common Shares	230,000		230,000	D
Option (Right to buy)	$20.79						⁽⁸⁾	05/16/2022	Common Shares	309,200		309,200	D
Option (Right to buy)	$22.6						⁽¹²⁾	05/10/2023	Common Shares	186,000		186,000	D
Option (Right to buy)	$26.83						⁽¹²⁾	05/16/2024	Common Shares	225,000		225,000	D
Option (Right to buy)	$29.26						⁽¹²⁾	05/11/2025	Common Shares	236,100		236,100	D
Option (Right to buy)	$29.45						⁽¹²⁾	08/15/2026	Common Shares	53,800		53,800	D
Option (Right to buy)	$27.79						⁽¹²⁾	05/24/2027	Common Shares	39,700		39,700	D
Option (Right to buy)	$25.7						⁽¹²⁾	05/22/2028	Common Shares	18,320		18,320	D
Restricted Stock Units	⁽¹⁰⁾						⁽¹⁰⁾	05/11/2019	Common Shares	76,273		76,273	D
Restricted Stock Units	⁽¹⁰⁾						⁽¹⁰⁾	05/24/2020	Common Shares	60,619		60,619	D
Restricted Stock Units	⁽¹²⁾						⁽¹⁰⁾	05/23/2021	Common Shares	57,261		57,261	D
Series A Common Shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares	2,031,139		2,031,139⁽²⁾	I	By Voting Trust
Deferred Compensation	⁽³⁾	12/31/2018		J	1,170		⁽³⁾	⁽³⁾	Common Shares	62,547	⁽³⁾	62,547	D
Series A Common Shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares	10,107		10,107	D
Series A Common Shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares	297		297	I	By Wife
Series A Common Shares	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Shares	11,424		11,424⁽⁹⁾	I	By 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 which files its holdings on forms 4. Of these Series A Common shares, 121,876 are held as custodian for children and 10,875 are held by spouse, and 750,355 shares are held by a family partnership of which reporting person is a general partner and 30,778 that reporting person is trustee of trusts which his children beneficially own the shares in the trusts. Of the remaining shares, 3,634 are owned in individual reporting person's name. In addition, 1,113,621 Series A common Shares owned by family limited partnerships. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.

3. Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plans. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 59,507 common shares units were vested at 12/31/18.

4. Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/18. The number of shares fluctuates and is attributable to the price of the shares on 12/31/18.

5. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Common shares, 112,361 shares are held as custodian for children, 82,609 are held by spouse, 374,126 are held by a family limited partnership, 89,679 shares through a marital trust, 105,942 are held in a LLC of which the reporting person is the sole voting member, 688,689 shares are held by a family partnership of which reporting person is a general partner, and 28,486 shares that reporting person is trustee of trusts which his children beneficially own shares in the trusts. Also includes 60,321 shares in a trust, the trustee of which is a third party & the beneficiaries include the descendents of the reporting person & his spouse. 63,841 shares are owned by individual reporting person. Reporting person's wife's GRAT owns 257,988. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.

6. Granted under the 2004 Long-Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.

7. Includes 3768 shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children.

8. Granted under the 2011 Long Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.

9. Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the descendants of the reporting person and his spouse. Reporting person disclaims beneficial ownership of such shares.

10. Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary.

11. On August 28, 2018 the reporting person's spouse's GRAT transferred voting trust certificates representing 21,585 shares to the spouse individually. The reporting person previous reported all securities held by spouse and spouse's GRAT. Accordingly, the transfer did not result in the change in the number of securities reported as beneficially owned by reporting person.

12. Vests on the third anniversary

13. By gift

Remarks:

	Julie D. Mathews, by power of atty	01/11/2019
	** 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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