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^*

GUTHRIE DONALD

(Last)

(First)

(Middle)

C/O WESTERN WIRELESS CORPORATION

3650 131ST AVENUE SE

(Street)

BELLEVUE

98006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN WIRELESS LLC [ WWCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005

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)
Class A Common Stock	08/01/2005		D		118,845	D	⁽¹⁾	0	D
Class B Common Stock	08/01/2005		D		90,117	D	⁽¹⁾	0	D

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)
Stock Option - Right to Buy	$8.125	08/01/2005		D			48,116	⁽²⁾	01/01/2008	Class A Common Stock	48,116	⁽²⁾	0	D
Stock Option - Right to Buy	$8.125	08/01/2005		D			15,000	⁽³⁾	01/01/2008	Class A Common Stock	15,000	⁽³⁾	0	D
Stock Option - Right to Buy	$6.418	08/01/2005		D			15,430	⁽⁴⁾	12/31/2006	Class A Common Stock	15,430	⁽⁴⁾	0	D
Stock Option - Right to Buy	$6.418	08/01/2005		D			32,078	⁽⁵⁾	12/31/2006	Class A Common Stock	32,078	⁽⁵⁾	0	D
Stock Option - Right to Buy	$0.528	08/01/2005		D			35,250	⁽⁶⁾	02/06/2006	Class A Common Stock	35,250	⁽⁶⁾	0	D
Stock Option - Right to Buy	$9.946	08/01/2005		D			64,155	⁽⁷⁾	01/01/2009	Class A Common Stock	64,155	⁽⁷⁾	0	D
Stock Option - Right to Buy	$39.1875	08/01/2005		D			50,000	⁽⁸⁾	01/01/2012	Class A Common Stock	50,000	⁽⁸⁾	0	D
Stock Option - Right to Buy	$5.12	08/01/2005		D			30,000	⁽⁹⁾	01/06/2013	Class A Common Stock	30,000	⁽⁹⁾	0	D
Stock Option - Right to Buy	$21.89	08/01/2005		D			20,000	⁽¹⁰⁾	01/15/2014	Class A Common Stock	20,000	⁽¹⁰⁾	0	D
Stock Option - Right to Buy	$29.4	08/01/2005		D			2,500	⁽¹¹⁾	12/30/2014	Class A Common Stock	2,500	⁽¹¹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger of the issuer with and into a wholly-owned subsidiary of Alltel Corporation ("Alltel") pursuant to which each share of the issuer's common stock held by the Reporting Person is to be converted into $9.18 in cash and .539272 shares of Alltel common stock.

2. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2002, is now immediately exercisable, and in the merger has been converted into an option to purchase 32,536 shares of Alltel for every one share of the issuer at a price equal to $12.02.

3. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through May 21, 1999, is now immediately exercisable, and in the merger has been converted into an option to purchase 10,143 shares of Alltel for every one share of the issuer at a price equal to $12.02.

4. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through May 21, 1999, is now immediately exercisable, and in the merger has been converted into an option to purchase 10,434 shares of Alltel for every one share of the issuer at a price equal to $9.49.

5. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through December 31, 2000, is now immediately exercisable, and in the merger has been converted into an option to purchase 21,691 shares of Alltel for every one share of the issuer at a price equal to $9.49.

6. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through May 21, 1999, is now immediately exercisable, and in the merger has been converted into an option to purchase 23,836 shares of Alltel for every one share of the issuer at a price equal to $0.78.

7. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2003, is now immediately exercisable, and in the merger has been converted into an option to purchase 43,382 shares of Alltel for every one share of the issuer at a price equal to $14.71.

8. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2005, is now immediately exercisable, and in the merger has been converted into an option to purchase 33,810 shares of Alltel for every one share of the issuer at a price equal to $57.95.

9. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2007, is now immediately exercisable, and in the merger has been converted into an option to purchase 20,286 shares of Alltel for every one share of the issuer at a price equal to $7.57.

10. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2008, is now immediately exercisable, and in the merger has been converted into an option to purchase 13,524 shares of Alltel for every one share of the issuer at a price equal to $32.37.

11. This option, which originally provided (or was part of a larger grant which provided) for vesting in four equal annual installments through January 1, 2009, is now immediately exercisable, and in the merger has been converted into an option to purchase 1,691 shares of Alltel for every one share of the issuer at a price equal to $43.48.

Remarks:

	Jeffrey A. Christianson Attorney-in-fact	08/01/2005
	** 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).
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