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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 | 12/31/2005 | J(9) | 230.9546 | A | $30.6255 | 5,116.9 | D | ||||||||
Common Shares | 12/31/2005 | J(1) | 45 | A | (1) | 5,116.9 | D | ||||||||
Special Common Shares | 05/13/2005 | J(5) | 4,851.7 | A | (5) | 4,887.8 | D | ||||||||
Special Common Shares | 12/31/2005 | J(1) | 36.2 | A | (1) | 4,887.8 | D | ||||||||
Common Shares | 12/31/2005 | J(2) | 2.03 | A | (2) | 656.88 | I | By 401K plan | |||||||
Special Common Shares(5) | 12/31/2005 | J(2)(5) | 659.56 | A | (2) | 659.56 | I | By 401K Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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 | |||||||||
Option (Right to buy)(5)(6) | $104 | 05/13/2005 | J(5)(6) | 30,400 | (3) | 03/10/2010 | Tandem Common and Special Common Shares(6) | 30,400 | (6) | 30,400 | D | |||
Option (Right to buy)(5)(6) | $99.44 | 05/13/2005 | J(5)(6) | 6,785 | 12/15/2001 | 04/30/2011 | Tandem Common and Special Common Shares(6) | 6,785(4) | (6) | 6,785 | D | |||
Option (Right to buy)(5)(6) | $66 | 05/13/2005 | J(5)(6) | 13,905 | 04/30/2005 | 05/08/2014 | Tandem Common and Special Common Shares(6) | 13,905(4) | (6) | 13,905 | D | |||
Option (Right to buy)(5)(6) | $77.36 | 05/13/2005 | J(5)(6) | 47,493 | 12/15/2005 | 04/20/2015 | Tandem Common and Special Common Shares(6) | 47,493 | (6) | 47,493 | D | |||
Restricted Stock Units(5)(8) | (7) | 05/13/2005 | J(5)(8) | 7,981 | 12/15/2007 | (7) | Tandem Common and Special Common Shares(8) | 7,981 | (8) | 7,981 | D | |||
Option (Right to buy) | $30.6255 | 12/31/2005 | J(9) | 230.9546 | 12/31/2005 | 12/31/2005 | Common Shares | 230.9546 | (9) | 0 | D |
Explanation of Responses: |
1. Voluntary acquisition of shares through the dividend reinvestment plan in 2005. |
2. Voluntary reporting of 2005 share activity in the TDS 401K plan. The information is based on a plan statement dated 12/31/05. The number of shares fluctuates and is attributable to the price of the shares on 12/31/05. |
3. Granted under the TDS 1998 Long Term Incentive Plan. The option was exercisable with respect to 6,080 common shares on 12/15/00, 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 30,400 common shares. |
4. Granted under the TDS Long Term Incentive Plan. |
5. On May 13 TDS authorized a special common dividend to holders of common shares in which one special common share was distributed to all shareholders making this acquisition exempt from Section 16a-9(a). |
6. 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. |
7. Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007. |
8. Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend,all restricted stock units as of May 13 that are be settled in common shares, whether vested or unvested, were adjusted to provide shat such award will be settled in the number of common shares originally subject to the award plus an equal number of special common shares. |
9. Disposition of option and acquisition of shares under the TDS Employee Stock Purchase Plan. |
Remarks: |
Julie D. Mathews, by power of atty | 01/24/2006 | |
** 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. |