Irizarry Michael Form 4 UNITED STATES CELLULAR / MICHAEL IRIZARRY ownership change

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

IRIZARRY MICHAEL

(Last) (First) (Middle)

8410 W. BRYN MAWR

SUITE 700

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

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)
Exec. VP and CTO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 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	12/09/2016		M		22,268	A	$31.17	25,264	D
Common Shares	12/09/2016		F		16,661(2)	D	$41.66	8,603	D
Common Shares	12/09/2016		F		2,562(3)	D	$41.66	6,041	D
Common Shares	12/09/2016		M		23,467	A	$36.42	29,508	D
Common Shares	12/09/2016		F		20,515(2)	D	$41.66	8,993	D
Common Shares	12/09/2016		F		1,349(3)	D	$41.66	7,644	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$31.17	12/09/2016		M			22,268(1)	04/01/2016	04/01/2023	Common Shares	22,268	$0	0	D
Option (Right to Buy)	$36.42	12/09/2016		M			23,467(1)	04/01/2016	04/01/2025	Common Shares	23,467	$0	46,933	D

Explanation of Responses:

1. Granted under the United States Cellular Corporation Long Term Incentive Plan. This option vested in three equal annual installments beginning on the first anniversary of the grant date

2. Withholding of Common Shares for payment of the option exercise price and cash payment of remaining fractional share in connection with the exercise of options awarded under the United States Cellular Corporation Long Term Incentive Plan.

3. Withholding of Common Shares as settlement for taxes due in connection with the exercise price of an option awarded under the United States Cellular Corporation Long Term Incentive Plan.

Remarks:

	Jason N. Zimmer, By Power of Attorney For Michael Irizarry	12/13/2016
	** 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).
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