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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Common Shares | (4) | 03/31/2005 | J(3) | V | 117.383 | (4) | (4) | Common Shares or Special Common shares | 117.383 | (4) | 52,677.57 | I | By Wife | ||
Series A Common Shares | (4) | 03/31/2005 | J(3) | V | 93.74 | (4) | (4) | Common Shares or Special Common shares | 93.74 | (4) | 219,992.9 | I | By Voting Trust (9) | ||
Deferred Compensation | (8) | 05/13/2005 | J(2)(8) | V | 29,744.942 | (8) | (8) | Common Shares and Special Common Shares | 29,744.942 | (8) | 29,744.942 | D | |||
Restricted Stock Units | (7) | 05/13/2005 | J(2)(7) | V | 6,164 | 12/15/2007 | (1) | Tandem Common Shares and Special Common Shares | 6,164 | (7) | 6,164 | D | |||
Option (Right to buy) | $ 47.6 | 05/13/2005 | J(2)(11) | V | 9,367 | 12/15/1996 | 12/15/2006 | Tandem Common Shares and Special Common Shares | 9,367 | (11) | 9,367 | D | |||
Option (Right to buy) | $ 43.88 | 05/13/2005 | J(2)(11) | V | 8,295 | 12/15/1997 | 12/15/2007 | Tandem Common Shares and Special Common Shares | 8,295 | (11) | 8,295 | D | |||
Option (Right to buy) | $ 39.75 | 05/13/2005 | J(2)(11) | V | 17,820 | 12/15/1998 | 06/22/2008 | Tandem Common Shares and Special Common Shares | 17,820 | (11) | 17,820 | D | |||
Option (Right to buy) | $ 43.75 | 05/13/2005 | J(2)(11) | V | 39,600 | (5) | 11/05/2007 | Tandem Common Shares and Special Common Shares | 39,600 | (11) | 39,600 | D | |||
Option (Right to buy) | $ 66.75 | 05/13/2005 | J(2)(11) | V | 17,600 | 12/15/1999 | 04/30/2009 | Tandem Common Share and Special Common Shares | 17,600 | (11) | 17,600 | D | |||
Option (Right to buy) | $ 105.13 | 05/13/2005 | J(2)(11) | V | 18,000 | 12/15/2000 | 05/05/2010 | Tandem Common Shares and Special Common Shares | 18,000 | (11) | 18,000 | D | |||
Option (Right to buy) | $ 121.12 | 05/13/2005 | J(2)(11) | V | 34,360 | (6) | 09/16/2010 | Tandem Common Shares and Special Common Shares | 34,360 | (11) | 34,360 | D | |||
Option (Right to buy) | $ 99.44 | 05/13/2005 | J(2)(11) | V | 15,590 | 12/15/2001 | 04/30/2011 | Tandem Common Shares and Special Common Shares | 15,590 | (11) | 15,590 | D | |||
Option (Right to buy) | $ 59 | 05/13/2005 | J(2)(11) | V | 22,170 | 12/15/2002 | 07/05/2012 | Tandem Common Shares and Special Common Shares | 22,170 | (11) | 22,170 | D | |||
Option (Right to buy) | $ 52.92 | 05/13/2005 | J(2)(11) | V | 23,605 | 12/15/2003 | 07/03/2013 | Tandem Common Shares and Special Common Shares | 23,605 | (11) | 23,605 | D | |||
Option (Right to buy) | $ 66 | 05/13/2005 | J(2)(11) | V | 22,475 | 12/15/2004 | 05/08/2014 | Tandem Common Shares and Special Common Shares | 22,475 | (11) | 22,475 | D | |||
Option (Right to Buy) | $ 77.36 | 05/13/2005 | J(2)(11) | V | 26,531 | 12/15/2005 | 04/20/2015 | Tandem Common Shares and Special Common Shares | 26,531 | (11) | 26,531 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARLSON LEROY T TELEPHONE AND DATA SYSTEMS, INC. 30 N. LASALLE ST., STE. 4000 CHICAGO, IL 60602 |
X | Chairman Emeritus |
Julie D. Mathews, by power of atty | 04/22/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007. |
(2) | On May 13 TDS authorized a special common dividend to holders of common shares in which one special share was distributed for each common share. The stock dividend was distribued to all shareholders making this acquisition exempt from Section 16 pursuant to Rule 16-9(a). |
(3) | Voluntary reporting of shares acquired through dividend reinvestment on March 31, 2005. |
(4) | Series A Common shares are convertible, on a share-for-share basis, into common or special common. |
(5) | Granted under the TDS Long term incentive plan. The option is exercisable with respect to 13200 common shares on 12/15/98, 12/15/99 and 12/15/00 for a total of 39600. |
(6) | Granted under the TDS Long term incentive plan. The option is exercisable with respect to 8590 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 34,360. |
(7) | Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common dividend, all restricted stock unit awards as of May 13 that are to be settled in common shares, whether vested or unvested, were adjusted to provide that such will be settled in the number of common share orginally subject to the award plus an equal number of special common shares. |
(8) | Reporting person deferred 2004 bonus pursuant to the 1998 Long Term Incentive Plan. Previously, the reporting person has deferrred 1998, 1999, 2000, 2001, 2002 and 2003 bonuses. The deferred bonues total 22,623.4 shares. The employer matches total 6,560.783 and dividend reinvestment has accumulated to 560.8 common shares. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Some employer matches are fully vested while some matches will not be fully matched until 12/31/07. |
(9) | Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 187,282 (including 36010 shares acquired pursuant to a dividend reinvestment plan) owned by wife. As of March 31, 2005, included 6057 shares acquired pursuant to a dividend reinvestment plan. |
(10) | Gifted shares |
(11) | Common shares were granted without consideration under the long-term incentive plan. As a result of the special common dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number of common shares originally subject to the option plus an equal number of special common shares. |