SEC Form 5
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)
| 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) 12/31/2021 | ||||||||||||||||||||||||||
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 | 05/22/2021 | G | 16,000 | D | $0 | 57,351(1) | D | ||||||||
Common Shares | 05/29/2021 | G | 2,000 | D | $0 | 55,351(1) | D | ||||||||
Common Shares | 09/09/2021 | G | 5,005 | D | $0 | 50,346(1) | D | ||||||||
Common Shares | 12/03/2021 | G | 853 | D | $0 | 49,493(1) | D | ||||||||
Common Shares | 12/30/2021 | G | 1,474 | D | $0 | 49,894(2) | D | ||||||||
Common Shares | 211,758(3) | I | By trust | ||||||||||||
Common | 78,943(3) | I | By Trust | ||||||||||||
Common Shares | 518 | I | By wife | ||||||||||||
Common Shares | 22,279(4) | I | By 401K | ||||||||||||
Common Shares | 1,880,554(5)(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) | $20.79 | (7) | 05/16/2022 | Common Shares | 309,200 | 309,200 | D | |||||||
Option (Right to Buy) | $22.6 | (7) | 05/10/2023 | Common Shares | 186,000 | 186,000 | D | |||||||
Option (Right to Buy) | $26.83 | (7) | 05/16/2024 | Common Shares | 225,000 | 225,000 | D | |||||||
Option (Right to Buy) | $29.26 | (7) | 05/11/2025 | Common Shares | 236,100 | 236,100 | D | |||||||
Option (Right to Buy) | $29.45 | (7) | 08/15/2026 | Common Shares | 53,800 | 53,800 | D | |||||||
Option (Right to Buy) | $27.79 | (7) | 05/24/2027 | Common Shares | 39,700 | 39,700 | D | |||||||
Option (Right to Buy) | $25.7 | (7) | 05/22/2028 | Common Shares | 18,320 | 18,320 | D | |||||||
Option (Rigft to Buy) | $30.72 | (7) | 05/22/2029 | Common Shares | 33,624 | 33,624 | D | |||||||
Option (Right to Buy) | $19.15 | (7) | 05/21/2030 | Common Shares | 77,100 | 77,100 | D | |||||||
Option (Rigft to Buy) | $25.36 | (7) | 05/19/2031 | Common | 104,390 | 104,390 | D | |||||||
Restricted Stock Units | (8) | (8) | 05/22/2022 | Common Shares | 60,630 | 60,630 | D | |||||||
Restricted Stock Units | (8) | (8) | 05/21/2023 | Common | 82,507 | 82,507 | D | |||||||
Restricted Stock Units | (8) | (8) | 05/24/2024 | Common | 136,827 | 136,827 | D | |||||||
Series A Common Shares | (9) | (9) | (9) | Common Shares | 2,049,580 | 2,049,580(10) | I | By Voting Trust | ||||||
Deferred Compensation | (11) | (11) | (11) | Common Shares | 73,339 | 73,339(11) | D | |||||||
Series A Common Shares | (9) | (9) | (9) | Common Shares | 11,142 | 11,142(3) | I | By Trust | ||||||
Series A Common Shares | (9) | (9) | (9) | Common Shares | 11,424 | 11,424(3) | I | By Trust | ||||||
Series A Common Shares | (9) | (9) | (9) | Common Shares | 297 | 297 | I | By Wife |
Explanation of Responses: |
1. Includes 3768 Common Shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children. |
2. Includes 5242 Common Shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children. |
3. Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries include the spouse and descendants |
4. Voluntary reporting of shares in TDS 401K. The information is based on a plan statement dated 12/31/21. The number of shares fluctuates and is attributable to the price of the shares on 12/31/21. |
5. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. The shares reported are held by respective reporting person and his family members that have a pecuniary interest in such securities. Includes 690,604 Common Shares held by a family partnership of which reporting person is a general partner. |
6. On August 12, 201 the reporting person's spouse's GRAT transferred voting trust certificates representing 77,716 to the spouse individually. The reporting person previously 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. |
7. 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. |
8. Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary. |
9. Series A Common shares are convertible, on a share-for-share basis, into common shares. |
10. Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. The shares reported are held by respective reporting person and his family members that have a pecuniary interest in such securities. Includes 752,615 Series A Common Shares held by a family partnership of which reporting person is a general partner. |
11. 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 70,384 common shares units were vested at 12/31/21. |
Remarks: |
Julie D. Mathews, by power of atty | 01/18/2022 | |
** 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. |