Sec Form 4/A Filing - Drake Deirdre @ UNITED STATES CELLULAR CORP - 2019-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Drake Deirdre
2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP [ USM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP-Chief HR Officer
(Last) (First) (Middle)
8410 W. BRYN MAWR
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2019
(Street)
CHICAGO, IL606031
4. If Amendment, Date Original Filed (MM/DD/YY)
04/03/2019
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 04/01/2019 M 9,235 A $ 0 9,235 D
Common Shares 04/01/2019 F 2,705 ( 1 ) D $ 46.43 6,530 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
Restricted Stock Units $ 0 04/01/2019 M 9,235 ( 2 ) ( 2 ) ( 2 ) Common Shares 9,235 $ 0 0 D
Performance Share Units ( 3 ) 04/01/2019 A 5,856 ( 3 ) ( 3 ) Common Shares 5,856 $ 0 5,856 D
Restricted Stock Units $ 0 04/01/2019 A 11,711 ( 4 ) ( 4 ) Common Shares 11,711 $ 0 11,711 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drake Deirdre
8410 W. BRYN MAWR
CHICAGO, IL606031
EVP-Chief HR Officer
Signatures
Julie D. Mathews, by power of atty 04/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Delivery of Common Shares as settlement for taxes due in connection with restricted shares awarded under the United States Cellular Corporation Long-Term Incentive Plan.
( 2 )Vesting of restricted stock units that were awarded on 04/01/2016 under the United States Cellular Corporation Long-Term Incentive Plan.
( 3 )On April 1, 2019, the 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 number of shares subject to the award be less than 50% of the target opportunity as of the grant date. Accordingly, the reporting person is reporting a stock award of 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 50% of the target opportunity.
( 4 )These restricted stock units were awarded under the United States Cellular Corporation Long-Term Incentive Plan. These restricted stock units will vest on the third anniversary of the Transaction Date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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