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*
Drake Deirdre
(Last) (First) (Middle)
8410 W. BRYN MAWR
(Street)
CHICAGO IL 60631
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP [ USM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP-Chief HR Officer
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)
Amount (A) or (D) Price
Common Shares 04/02/2018 M(3) 8,181 A $0 0(2) D
Common Shares 04/02/2018 F 2,397(1) D $40.19 0(2) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 04/02/2018 M 8,181(3) (3) (3) Common Shares 8,181(3) $0 0 D
Performance Share Units (4) 04/02/2018 A 4,399 (4) (4) Common Shares 4,399 $0 6,009 D
Restricted Stock Units $0 04/02/2018 A 8,798 (5) (5) Common Shares 8,798 $0 12,018 D
Option (Right to buy) $45.87 (6) 04/01/2026 Common Shares 8,625 8,625 D
Restricted Stock Units (7) (7) (7) Common Shares 9,235 9,235 D
Restricted Stock Units (8) (8) (8) Common Shares 9,044 9,044 D
Performance Shares Units (9) (9) (9) Common Shares 11,615 11,615 D
Explanation of Responses:
1. Delivery of Common Shares as settlement for taxes due in conncection with restricted shares awarded under the United States Cellular Corporation Long-Term Incentive Plan.
2. Restricted stock units vested on April 2, 2018 and all shares have subsequently been sold.
3. Vesting of restricted units that were awarded on 4/1/2015 under the Long Term Incentive Plan.
4. The reporting person was granted an award based on the achievement of certain performance measures, except that such award provides that in no event shall the number of shares subject to the award be less than 50% of the target opportunity as of the grant date. Accordingly, the reporting person is reporting a stock award of 50% of the target opportunity as of the grant date. To the extent that the actual amount is determined to be greater than 50% of the target opportunity based on the final determination of the performance measures, the reporting person will file a Form 4 at such time to report the additional award above 50% of the target opportunity.
5. These restricted stock units were awarded under the United States Cellular Corporation Long-Term Incentive Plan. These restricted stock units will vest April 2, 2021.
6. Granted on April 1, 2016 under the United States Cellular Long Term Incentive Plan. The option vests in three annual installments beginning on the first anniversary of the Transaction Date. Reporting person previously exercised 17,250 and the remaining shares will vest on April 1, 2019.
7. Restricted stock units awarded under the United States Cellular Corporate Long Term Incentive Plan. Restricted stock units will vest on April 1, 2019.
8. Restricted stock units awarded under the United States Cellular Long Term Incentive Plan. Restricted stock units will vest on April 3, 2020.
9. Performance shares that become vested on April 3, 2020.
Remarks:
Julie D. Mathews, by power of atty 02/04/2019
** 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).
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.