4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5


Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Thomsen, Mikal J.

2. Issuer Name and Ticker or Trading Symbol
Western Wireless Corporation (WWCA)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Director and President                            

(Last)      (First)     (Middle)

c/o Western Wireless Corporation
3650 131st Avenue SE

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
2/28/2003

(Street)

Bellevue, WA 98006

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class A Common Stock

 

 

 

 

 

 

 

59,333

D

 

Class A Common Stock

 

 

 

 

 

 

 

84,897

I

By PN Cellular, Inc.(9)

Class A Common Stock

 

 

 

 

 

 

 

77,326

I

By Stanton Communications Corp.(9)

Class A Common Stock

 

 

 

 

 

 

 

50,000

I

By Family Trust(10)

Class A Common Stock

 

 

 

 

 

 

 

2,000

I

By Family Trust(10)

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).

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 control number

FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Class B Common Stock

n/a

2/28/03

 

M

 

25,000

 

Immed.

n/a

Class A Common Stock(1)

25,000

$4.527

172,958

D

 

Class B Common Stock

n/a

 

 

 

 

 

 

Immed.

n/a

Class A Common Stock(1)

172,484

 

172,484

I

By PN Cellular, Inc.(9)

Class B Common Stock

n/a

 

 

 

 

 

 

Immed.

n/a

Class A Common Stock(1)

180,217

 

180,217

I

By Stanton Communications Corp.(9)

Stock Option - Right to Buy

$8.125

 

 

 

 

 

 

 (2)

1/1/2008

Class A Common Stock

111,233

 

111,233

D

 

Stock Option - Right to Buy

$5.279

 

 

 

 

 

 

 (3)

7/29/2005

Class A Common Stock(6)

109,294

 

109,294

D

 

Stock Option - Right to Buy

$6.418

 

 

 

 

 

 

 (4)

12/31/2006

Class A Common Stock

94,155

 

94,155

D

 

Stock Option - Right to Buy

$9.946

 

 

 

 

 

 

 (5)

1/1/2009

Class A Common Stock

128,310

 

128,310

D

 

Stock Option - Right to Buy

$4.527

2/28/03

 

M

 

 

25,000

5/21/1999

12/31/2004

Class A Common Stock(6)

25,000

 

58,500

D

 

Stock Option - Right to Buy

$39.1875

 

 

 

 

 

 

 (7)

 

Class A Common Stock

120,000

 

120,000

D

 

Stock Option - Right to Buy

$5.12

 

 

 

 

 

 

 (8)

 

Class A Common Stock

40,000

 

40,000

D

 

Explanation of Responses:

(1) Shares of Class B Common Stock are convertible on a one-for-one basis, subject to the Issuer's charter, into shares of Class A Common Stock.
(2) 15,000 options vested May 21, 1999; remaining 96,233 options vest in three equal annual increments beginning January 1, 2000.
(3) 43,000 options vested May 21, 1999; remaining 66,294 options vested July 29, 1999.
(4) 30,000 options vested May 21, 1999; remaining 64,155 options vested in two equal annual increments beginning December 31, 1999.
(5) 128,310 options vest in four equal annual increments beginning January 1, 2000.
(6) Options are exercisable into shares of Class B Common Stock, which are convertible on a one-for-one basis, subject to the Issuer's charter, into shares of Class A Common Stock.
(7) 48,000 options vested on January 1, 2002; remaining 72,000 options vest in three equal annual increments beginning January 1, 2003.
(8) Option vests in four equal annual increments beginning January 1, 2004.
(9) Pro rata shares that may be deemed to be beneficially owned by the reporting person through his ownership interest in PN Cellular, Inc. and Stanton Communications Corp. The reporting person does not have voting control over such shares.
(10) The reporting person disclaims beneficial ownership of all securities held by the trusts for the benefit of the reporting person's children, and this report shall not be deemed on admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

  By: /s/ Jeffrey A. Christianson
             Attorney-in-fact
**Signature of Reporting Person
3/4/2003
Date

**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.