Sec Form 5 Filing - CARLSON LEROY T JR @ TELEPHONE & DATA SYSTEMS INC /DE/ - 2020-12-31

Insider filing report for Changes in Beneficial Ownership
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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
CARLSON LEROY T JR
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
30 N. LASALLE ST., STE. 4000
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
CHICAGO, IL60602
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 06/08/2020 G V 4,528 D $ 0 241,894 ( 1 ) D
Common Shares 08/06/2020 G( 2 ) V 211,758 D $ 0 30,136 ( 1 ) D
Common Shares 12/13/2020 G V 21,800 D $ 0 12,467 ( 1 ) D
Common Shares 08/06/2020 G( 2 ) V 211,758 A $ 0 211,758 ( 3 ) I By trust
Common 78,943 ( 4 ) I By Trust
Common Shares 518 I By wife
Common Shares 21,552 ( 5 ) I By 401K
Common Shares 1,874,514 ( 6 ) ( 7 ) I By Voting Trust
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
Option (Right to Buy) $ 29.94 ( 8 ) 05/13/2021 Common Shares 230,000 230,000 D
Option (Right to Buy) $ 20.79 ( 9 ) 05/16/2022 Common Shares 309,200 309,200 D
Option (Right to Buy) $ 22.6 ( 10 ) 05/10/2023 Common Shares 186,000 186,000 D
Option (Right to Buy) $ 26.83 ( 10 ) 05/16/2024 Common Shares 225,000 225,000 D
Option (Right to Buy) $ 29.26 ( 10 ) 05/11/2025 Common Shares 236,100 236,100 D
Option (Right to Buy) $ 29.45 ( 10 ) 08/15/2026 Common Shares 53,800 53,800 D
Option (Right to Buy) $ 27.79 ( 10 ) 05/24/2027 Common Shares 39,700 39,700 D
Option (Right to Buy) $ 25.7 ( 10 ) 05/22/2028 Common Shares 18,320 18,320 D
Option (Rigft to Buy) $ 30.72 ( 10 ) 05/22/2029 Common Shares 33,624 33,624 D
Option (Right to Buy) $ 19.15 05/21/2023 05/21/2030 Common Shares 77,100 77,100 D
Restricted Stock Units ( 11 ) ( 11 ) 05/23/2021 Common Shares 57,261 57,261 D
Restricted Stock Units ( 11 ) ( 11 ) 05/22/2022 Common Shares 60,630 60,630 D
Restricted Stock Units ( 11 ) ( 11 ) 05/21/2023 Common 82,507 82,507 D
Series A Common Shares ( 12 ) ( 12 ) ( 12 ) Common Shares 2,042,841 2,042,841 ( 13 ) I By Voting Trust
Deferred Compensation ( 14 ) ( 14 ) ( 14 ) Common Shares 62,019 62,019 ( 14 ) D
Series A Common Shares ( 12 ) 08/06/2020 G( 2 ) V 10,561.9846 ( 12 ) ( 12 ) Common Shares 10,561.9846 $ 0 0 D
Series A Common Shares ( 12 ) 08/06/2020 G( 2 ) V 10,561.9846 ( 12 ) ( 12 ) Common Shares 10,561.9846 $ 0 10,561.9846 ( 3 ) I By Trust
Series A Common Shares ( 12 ) ( 12 ) ( 12 ) Common Shares 11,424 11,424 ( 4 ) I By Trust
Series A Common Shares ( 12 ) ( 12 ) ( 12 ) Common Shares 297 297 I By Wife
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLSON LEROY T JR
30 N. LASALLE ST., STE. 4000
CHICAGO, IL60602
X President and CEO
Signatures
Julie D. Mathews, by power of atty 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 3768 shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children.
( 2 )Shares gifted to a trust, the trustee of which is a third party and the beneficiaries of which include the spouse and descendants of the reporting person
( 3 )Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the spouse and descendants
( 4 )Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which the descendants of the reporting person and his spouse
( 5 )Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/20. The number of shares fluctuates and is attributable to the price of the shares on 12/31/20.
( 6 )Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Common shares, 119,665 shares are held as custodian for children, 163,967 are held by spouse, 374,126 are held by a family limited partnership, 89,679 shares through a marital trust, 105,942 are held in a LLC of which the reporting person is the sole voting member, 689,904 shares are held by a family partnership of which reporting person is a general partner, and 30,338 shares that reporting person is trustee of trusts which his children beneficially own shares in the trusts. Also includes 60,321 shares in a trust, the trustee of which is a third party & the beneficiaries include the descendents of the reporting person & his spouse. 63,841 shares are owned by individual reporting person. Reporting person's wife's GRAT owns 176,731. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
( 7 )On August 10, 2020 the reporting person's spouse's GRAT transferred voting trust certificates representing 48,961 shares to the spouse individually. The reporting person previous reported all securities held by spouse and spouse's GRAT. Accordingly, the transfer did not result in the change in the number of securities reported as beneficially owned by reporting person.
( 8 )Granted under the 2004 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 )Granted under the 2011 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.
( 10 )Vests on the third anniversary
( 11 )Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary.
( 12 )Series A Common shares are convertible, on a share-for-share basis, into common shares.
( 13 )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, 129,799 are held as custodian for children and 10,983 are held by spouse, and 751,789 shares are held by a family partnership of which reporting person is a general partner and 32,779 that reporting person is trustee of trusts which his children beneficially own the shares in the trusts. Of the remaining shares, 3,870 are owned in individual reporting person's name. In addition, 1,113,621 Series A common Shares owned by family limited partnerships. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
( 14 )Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plans. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 59,866 common shares units were vested at 12/31/20.

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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