SEC FORM 4

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^*

CARLSON LEROY T JR

(Last)

(First)

(Middle)

30 N. LASALLE STREET, SUITE 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. Date of Earliest Transaction (Month/Day/Year)
05/17/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/17/2024		M⁽¹⁾		163,146	A	⁽¹⁾	385,902	D
Common Shares	05/17/2024		F⁽²⁾		72,274	D	$20.8	313,628	D
Common Shares	05/19/2024		M⁽³⁾		136,827	A	⁽³⁾	450,455	D
Common Shares	05/19/2024		F⁽⁴⁾⁽⁵⁾		57,399	D	$20.8	393,056	D
Common Shares	04/16/2024		W	V	78,756.3674	A	$0	471,812.3674	D
Common Shares	04/16/2024		W	V	47,993.9516	A	$0	1,811,445.9516	I⁽⁶⁾	By Voting Trust
Common Shares								105,521	I	By wife
Common Shares								211,758	I⁽⁷⁾	By trust
Common								78,943	I⁽⁸⁾	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)	Code	V	(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)
Restricted Stock Units	⁽¹⁾	05/17/2024		M			163,146	⁽¹⁾	⁽¹⁾	Common Shares	163,146	$0	326,292	D
Restricted Stock Units	⁽³⁾	05/19/2024		M			136,827	⁽³⁾	⁽³⁾	Common Shares	136,827	$0	0	D
Series A Common Shares	⁽⁹⁾	04/16/2024		W	V	18,064.7053		⁽⁹⁾	⁽⁹⁾	Common Shares	18,064.7053	$0	18,064.7053	D
Series A Common Shares	⁽⁹⁾	04/16/2024		W	V	53,730.2128		⁽⁹⁾	⁽⁹⁾	Common Shares	53,730.2128	$0	1,977,038.2128⁽¹⁰⁾	I	By Voting Trust
Series A Common Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	297		297	I	By Wife
Series A Common Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	12,548		12,548⁽⁷⁾	I	By Trust
Series A Common Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	11,424		11,424⁽⁸⁾	I	By Trust

Explanation of Responses:

1. Restricted stock units were awarded on May 17, 2023, pursuant to the 2022 Long Term Incentive Plan. One-third of the restricted stock units will vest on the first, second and third annual anniversaries of the Grant Date. This transaction represents settlement of the first vesting. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.

2. Shares withheld to pay taxes on restricted stock units that vested on May 17, 2024.

3. Restricted stock units awarded pursuant to the 2020 Long Term Incentive Plan. Restricted stock units that became vested on May 19, 2024. Each restricted stock unit ("RSU") represents the right to receive one common share of the Issuer upon vesting of such RSU.

4. Shares withheld to pay taxes on restricted stock units that vested on May 19, 2024.

5. The market was closed on vest date therefore the previous trading day's close, May 17, 2022, was used to value the transaction.

6. Reporting person is one of four trustees of a trust which separately files on Form 4 for the issuer. The Common Shares reported are held by reporting person and his family members that have a pecuniary interest in such securities. Includes 693,204 Common Shares held by a family partnership of which reporting person is a general partner.

7. Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the spouse and descendants

8. Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which the descendants of the reporting person and his spouse

9. Series A Common Shares are convertible, on a share-for-share basis, into Common Shares.

10. Reporting person is one of four trustees of a trust which which separately files on Form 4 for the issuer. The Series A Common Shares reported are held by reporting person and his family members that have a pecuniary interest in such securities. Includes 755,686 Series A Common Shares held by a family partnership of which reporting person is a general partner.

Remarks:

	Julie D. Mathews, by power of atty	05/21/2024
	** 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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