Sec Form 5 Filing - MEYERS KENNETH R @ UNITED STATES CELLULAR CORP - 2019-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MEYERS KENNETH R 2. Issuer Name and Ticker or Trading Symbol UNITED STATES CELLULAR CORP [ USM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 8410 WEST BRYN MAWR AVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) CHICAGO, IL60631 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Shares 2,965 ( 1 ) I By 401k plan Common Shares 25,771 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Deferred Compensation ( 2 ) ( 2 ) ( 2 ) Common Shares 30,669 30,669 ( 2 ) D Option (Right to Buy) $ 39.71 ( 3 ) 07/31/2023 Common Shares 125,000 125,000 ( 3 ) D Option (Right to Buy) $ 45.87 ( 4 ) 04/01/2026 Common Shares 68,766 68,766 ( 4 ) D Performance Share Units ( 5 ) ( 5 ) ( 5 ) Common Shares 97,013 97,013 ( 5 ) D Performance Share Units ( 6 ) ( 6 ) ( 6 ) Common Shares 121,818 121,818 ( 6 ) D Performance Share Units ( 7 ) ( 7 ) ( 7 ) Common Shares 35,396 35,396 ( 7 ) D Restricted Stock Units ( 8 ) ( 8 ) 04/03/2020 Common Shares 75,543 75,543 D Restricted Stock Units ( 8 ) ( 8 ) 04/02/2021 Common Shares 78,420 78,420 D Restricted Stock Units ( 8 ) ( 8 ) 04/01/2022 Common Shares 70,791 70,791 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MEYERS KENNETH R 8410 WEST BRYN MAWR AVE CHICAGO, IL60631 X President and CEO Signatures Julie D. Mathews, by power of atty 01/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Voluntary reporting of shares in 401K plan. The information is based on a plan statement dated 12/31/19. The number of shares fluctuates and is attributable to the price of the USM shares on 12/31/19. ( 2 )Reporting person deferred bonuses pursuant to Long Term Incentive Plan. The match vests ratably at 33%, 33%, 34% over a 3 year period, a total of 30,113 are vested. ( 3 )Became exercisable on June 22, 2019 ( 4 )Reporting person was granted 206,300 options in 2016. Options vested in annual increments of one-third on April 1 of each year. Reporting person previously exercised 137,534. ( 5 )The 2017 performance share units were granted on April 3, 2017, and become vested on April 3, 2020. The performance period ended on December 31, 2017 with a 128.4% achievement of certain performance measures. The table reports the actual number of shares based on he 128.4% achievement of the performance measures. ( 6 )The 2018 performance share units were granted on April 2, 2018, and become vested on April 2, 2021. The performance period ended on December 31, 2018 with a 155.3% achievement of certain performance measures. The table reports the actual number of shares based on he 155.3% achievement of the performance measures. ( 7 )On April 1, 2019 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 the number of shares subject to the award be less than 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 the 50% of the target opportunity. ( 8 )Restricted stock units that become vested on the third annual anniversary

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