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*
STANTON JOHN W

(Last) (First) (Middle)
C/O WESTERN WIRELESS CORPORATION
3650 131ST AVENUE SE

(Street)
BELLEVUE WA 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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/01/2005 D 4,420,919 D (4) 0 D(1)
Class A Common Stock 08/01/2005 D 869,880 D (4) 0 I By PN Cellular, Inc.(2)
Class A Common Stock 08/01/2005 D 576,859 D (4) 0 I By Stanton Communications Corp.(2)
Class B Common Stock 08/01/2005 D 64,437 D (3)(4) 0 I By trust
Class B Common Stock 08/01/2005 D 1,686,069 D (3)(4) 0 I By PN Cellular Inc.(2)
Class B Common Stock 08/01/2005 D 1,274,519 D (3)(4) 0 I By Stanton Communications Corp.(2)
Class B Common Stock 08/01/2005 D 3,025,668 D (3)(4) 0 D(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option - Right to Buy $8.125 08/01/2005 D 534 (5) 01/01/2008 Class A Common Stock 534 (5) 0 D
Stock Option - Right to Buy $9.946 08/01/2005 D 801 (6) 12/31/2005 Class A Common Stock 801 (6) 0 D
Stock Option - Right to Buy $8.125 08/01/2005 D 64,155 (7) 01/01/2008 Class A Common Stock 64,155 (7) 0 I By Spouse
Stock Option - Right to Buy $9.946 08/01/2005 D 85,540 (6)(8) 01/01/2009 Class A Common Stock 85,540 (8) 0 I By Spouse
Stock Option - Right to Buy $21.89 08/01/2005 D 2,500 (9) 01/15/2014 Class A Common Stock 2,500 (9) 0 I By Spouse
Stock Option - Right to Buy $5.12 08/01/2005 D 30,000 (10) 01/06/2013 Class A Common Stock 30,000 (10) 0 I By Spouse
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 I By Spouse
Explanation of Responses:
1. Shares held jointly by John W. Stanton and Theresa E. Gillespie as Tenants in Common.
2. PN Cellular, Inc. and Stanton Communications Corporation are substantially owned and controlled by Mr. Stanton and Ms. Gillespie.
3. 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.
4. 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.
5. 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 361 shares of Alltel for every one share of the issuer at a price equal to $12.02.
6. 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 542 shares of Alltel for every one share of the issuer at a price equal to $14.71.
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, 2002, 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 $12.02.
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, 2003, is now immediately exercisable, and in the merger has been converted into an option to purchase 57,842 shares of Alltel for every one share of the issuer at a price equal to $14.71.
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, 2008, 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 $32.37.
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, 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.
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:
John W. Stanton 08/02/2005
** 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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