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) 12/31/2011 | ||||||||||||||||||||||||||
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 | 4,795.45 | D | |||||||||||||
Special Common Shares | 74,233.93(12) | D | |||||||||||||
Common Shares | 1,158.011 | I | By wife | ||||||||||||
Special Common Shares | 6,444.2514 | I | By Wife | ||||||||||||
Common Shares | 12/31/2011 | J(4) | 220 | A | (4) | 9,577.27 | I | By 401K plan | |||||||
Special Common Shares | 12/31/2011 | J(4) | 195.52 | A | (4) | 8,625.37 | I | By 401K plan | |||||||
Special Common | 12/16/2011 | G(10) | 10,491 | D | $0 | 1,815,587.35(6) | I | By Voting Trust |
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) | $60.2 | 12/15/2002 | 08/19/2012 | Tandem Common and Special Common Shares | 68,215 | 68,215 | D | |||||||
Option (Right to buy) | $52.92 | 12/15/2003 | 07/03/2013 | Tandem Common and Special Common Shares | 65,567 | 65,567 | D | |||||||
Option (Right to buy) | $66 | 12/15/2004 | 05/08/2014 | Tandem Common and Special Common Shares | 67,540 | 67,540 | D | |||||||
Option (Right to buy) | $77.36 | 12/15/2005 | 04/20/2015 | Tandem Common and Special Common Shares | 111,045 | 111,045 | D | |||||||
Option (Right to buy) | $49.8 | 12/15/2006 | 12/13/2016 | Special Common Shares | 213,333 | 213,333 | D | |||||||
Option (Right to buy) | $59.45 | 12/15/2007 | 07/02/2017 | Special Common Shares | 179,653 | 179,653 | D | |||||||
Option (Right to buy) | $35.35 | (7) | 08/26/2018 | Special Common Shares | 226,425 | 226,425 | D | |||||||
Option (Right to buy) | $26.95 | (8) | 05/20/2019 | Special Common Shares | 244,000 | 244,000 | D | |||||||
Option (Right to buy) | $26.66 | (8) | 05/25/2020 | Special Common Shares | 250,000 | 250,000 | D | |||||||
Option (Right to buy) | $29.94 | (8) | 05/13/2021 | Special Common Shares | 230,000 | 230,000 | D | |||||||
Restricted Stock Units | (9) | 12/15/2012 | (9) | Special Common Shares | 37,400 | 37,400 | D | |||||||
Restricted Stock Units | (11) | (11) | 12/02/2013 | Special Common Shares | 36,700 | 36,700 | D | |||||||
Series A Common Shares | (1) | 12/16/2011 | G(10) | 10,472 | (1) | (1) | Common or Special Common Shares | 1,819,611.09 | $0 | 1,819,611.09(2) | I | By Voting Trust | ||
Deferred Compensation | (3) | 12/31/2011 | J | 232.137 | (3) | (3) | Common Shares | 13,019.41 | (3) | 13,019.41 | D | |||
Deferred Compensation | (5) | 12/31/2011 | J | 654.61 | (5) | (5) | Special Common Shares | 36,063.492 | (5) | 36,063.492 | D | |||
Series A Common Shares | (1) | (1) | (1) | Common or Special Common Shares | 13,441.54 | 13,441.54 | D | |||||||
Series A Common Shares | (1) | (1) | (1) | Common or Special Common Shares | 5,283.15 | 5,283.15 | I | By Wife |
Explanation of Responses: |
1. Series A Common shares are convertible, on a share-for-share basis, into common or special common. |
2. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Series A Common shares, 95768.22 (including 17830.22 acquired in dividend reinvestment) are held as custodian for children and 9159.01 (including 1202.01 acquired in dividend reinvestment) are held by spouse, and 687,337.39 (including 17340.39 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 2855.47 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. In addition, 862,693 Series A common Shares owned by family limited partnership. |
3. Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 13,019.41 common shares units were vested at 12/31/11. |
4. Voluntary reporting of shares acquired in 2011 in the TDS 401K. The information is based on a plan statement dated 12/31/11. The number of shares fluctuates and is attributable to the price of the shares on 12/31/11. |
5. Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33% and 34% over three years. A total of 34,916.27 special common share units were vested at 12/31/11. |
6. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Special Common shares, 95973.33 (18016.33 including acquired in dividend reinvestment) are held as custodian for children and 13492.61 (including 1221.61 acquired in dividend reinvestment) are held by spouse, and 685,962.47 including 15965.47 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 0.94 were earned pursuant to a dividend reinvestment plan. Reporting person's GRAT owns 383,912 and wife's GRAT owns 326,250. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. |
7. Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third vesting on Aug. 26, 2009, one-third vesting on Aug. 26, 2010 and one-third vesting Aug. 26, 2011. |
8. Granted under the Long-Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary. |
9. Restricted stock unit award pursuant to the Long-Term Incentive Plan. Stock units will become vested on December 15, 2012. |
10. Gift |
11. Restricted stock unit award pursuant to the Long Term Incentive Plan. Stock units will become vested on Dec. 2, 2013. |
12. Includes 1634 shares owned by children. Reporting person disclaims beneficial ownerhsip of shares owned by children. |
Remarks: |
Julie D. Mathews, by power of atty | 01/19/2012 | |
** 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. |