Sec Form 13D Filing - TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989 filing for - 2025-08-05

The principal business address of the Voting Trust is c/o Walter C. D. Carlson, Telephone and Data Systems, Inc., 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The information required under paragraph (b) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.

The Voting Trust holds Common Shares and Series A Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information required under paragraph (c) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.

During the last five years, neither the Voting Trust nor any of the Trustees identified in Appendix A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither the Voting Trust nor any of the Trustees thereof identified in Appendix A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Voting Trust is organized under Delaware law. The information required under paragraph (f) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.

The Trustees are not acquiring additional Common Shares that trigger the filing of this Amendment to Schedule 13D. This Amendment No. 11 to Schedule 13D is filed to reflect that the sale of the Issuer's majority-owned subsidiary's wireless operations and select spectrum assets to T-Mobile US, Inc., as announced in Amendment No. 9, was completed on August 1, 2025. The information in Item 4 below is incorporated by reference herein.

This Item 4 is being updated by the following information. On August 1, 2025, the Issuer's majority-owned subsidiary, Array Digital Infrastructures, Inc. (formerly known as United States Cellular Corporation) ("Array") completed the sale of its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.3 billion in cash and the assumption of certain debt, as further described in Issuer's Form 8-K filed with the Securities and Exchange Commission on August 4, 2025. Except as disclosed or incorporated by reference herein, the Voting Trust does not have any current intention, plan or proposal with respect to any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer. If and to the extent that Array remains a publicly-traded company, the Trustees intend that TDS maintain the ability to keep or dispose of the voting control of Array. The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the terms of the Voting Trust and/or applicable law.

As of the end of the trading day on August 1, 2025, pursuant to Rule 13d-3(d)(1)(i), the Voting Trust and each of the Trustees may be deemed to beneficially own an aggregate of 6,301,814 Common Shares, and 7,210,499 Series A Common Shares held by the Voting Trust that are convertible into 7,210,499 Common Shares. See Appendix B for additional Common Shares beneficially owned by each of the Trustees.

The following information is provided with respect to the shares held by the Voting Trust. See Appendix B for information with respect to other shares beneficially owned by each of the Trustees. (i) Sole Power to Vote or Direct the Vote: None. (ii) Shared Power to Vote or Direct the Vote: The Voting Trust is the direct beneficial owner of Common Shares and Series A Common Shares that are convertible on a share-for-share basis into Common Shares. The Voting Trust may be deemed to hold approximately 95.6% of the outstanding Series A Common Shares of the Issuer and approximately 5.8% of the outstanding Common Shares of the Issuer for a combined total of approximately 11.7% of the Issuer's outstanding classes of capital stock and approximately 56.8% of the voting power on an aggregate basis. The holders of Common Shares are entitled to elect four of the current twelve directors of the Issuer. The Trustees hold 5.8% of the voting power in the election of such four directors. In addition, the holders of Common Shares have votes per share that float in matters other than the election of directors. The Common Shares held by the Voting Trust represent approximately 2.5% of the combined voting power in matters other than the election of directors. The holders of Series A Common Shares are entitled to elect eight of the current twelve directors of the Issuer. The reporting persons hold 95.6% of the voting power in the election of such eight directors. The Series A Common Shares also have ten votes per share in matters other than the election of directors. The Series A Common Shares held by the Voting Trust represent approximately 54.2% of the total combined voting power in matters other than the election of directors. As a result of the foregoing, the Voting Trust elects a majority of the directors and directs a majority of the combined voting power of the Issuer in matters other than the election of directors. (iii) Sole Power to Dispose or Direct the Disposition: None. (iv) Shared Power to Dispose or Direct the Disposition: The information contained in Item 5(b)(ii) above is incorporated herein by reference.

Except as disclosed below, no transactions were effected during the past sixty days in Common Shares or Series A Common Shares of the Issuer by the Voting Trust or the Trustees. (i) June 30, 2025 transactions as a result of participation in TDS' Series A Common Share Automatic Dividend Reinvestment Plan (under which the Voting Trust acquired 2,183.11 Series A Common Shares and 1,797.865 Common Shares at a per share price equal to $32.39785).

Except as disclosed below, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares or Series A Common Shares of the Issuer beneficially owned by the Voting Trust. Under the Terms of the Voting Trust, except to the extent necessary to pay Voting Trust expenses, all cash dividends are distributed to the beneficiaries of the Voting Trust. The Trustees do not have the power to sell any Common Shares or Series A Common Shares deposited by a certificate holder without the consent of such certificate holder.

Not applicable.

The Voting Trust was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information contained in Item 5(b)(ii) above is incorporated herein by reference.

Exhibit 1: Joint Filing Agreement and Signatures Appendix A Appendix B