Meyers Kenneth R Form 5 UNITED STATES CELLULAR / KENNETH R MEYERS ownership change

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^*

MEYERS KENNETH R

(Last) (First) (Middle)

30 N. LASALLE ST. STE. 4000

(Street)

CHICAGO IL 60602

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 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							104,561(7)	D
Common Shares							2,949(1)	I	By 401k plan

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$39.71						(2)	07/31/2023	Common Shares	125,000		125,000	D
Option (right to buy)	$45.87						(4)	04/01/2026	Common Shares	206,300		206,300	D
Restricted Stock Units	(6)						(6)	06/22/2019	Common Shares	45,000		45,000	D
Restricted Stock Units	(5)						(5)	04/01/2019	Common Shares	56,609		56,609	D
Restricted Stock Units	(5)						(5)	04/03/2020	Common Shares	75,543		75,543	D
Restricted Stock Units	(5)						(5)	04/02/2021	Common Shares	78,420		78,420	D
Performance Share Units	(9)						(9)	(9)	Common Shares	97,013		97,013	D
Performance Share Units	(8)						(8)	(8)	Common Shares	39,210		39,210	D
Deferred Compensation	(3)						(3)	(3)	Common Shares	30,669		30,669	D

Explanation of Responses:

1. Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/18. The number of shares fluctuates and is attributable to the price of the shares on 12/31/18.

2. Scheduled to become exercisable on June 22, 2019

3. Reporting person deferred bonuses pursuant to Long Term Incentive Plan. The match vests ratably at 33%, 33%, 34% over a 3 year period, a total of 28,979 are vested.

4. Options schedule to to become exercisable in annual increments of one-third on April 1 of each year

5. Restricted stock units that become vested on the third annual anniversary

6. Restricted stock units that become vested on June 22, 2019

7. Includes 1,000 shares owned by wife. Reporting person denies beneficial ownership of shares owned by wife.

8. Performance share units granted 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 has reported 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.

9. The 2017 performance share units were granted on April 3, 2017, and become vested on April 3, 2020. The performance period ended on December 31, 2017 with a 128.4% achievement of certain performance measures. The table reports the actual number of shares based on he 128.4% achievement of the performance measures.

Remarks:

	Julie D. Mathews, by power of atty	01/15/2019
	** 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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