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)
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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) 12/31/2022 | ||||||||||||||||||||||||||
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 | 10/16/2022 | G | 10,000 | D | $0 | 117,029(1) | D | ||||||||
Common Shares | 10/31/2022 | G | 14,000 | D | $0 | 103,029 | D | ||||||||
Common Shares | 12/06/2022 | G | 103,029 | D | $0 | 0(1) | D | ||||||||
Common Shares | 211,758(2) | I | By Trust | ||||||||||||
Common | 78,943(2) | I | By Trust | ||||||||||||
Common Shares | 10/16/2022 | G | 10,000 | A | $0 | 10,518 | I | By wife | |||||||
Common Shares | 11/07/2022 | G | 2,586 | D | $0 | 7,932 | I | By wife | |||||||
Common Shares | 12/06/2022 | G | 103,029 | A | $0 | 110,961 | I | By wife | |||||||
Common Shares | 23,493(3) | I | By 401(k) | ||||||||||||
Common Shares | 1,759,584(1)(4) | 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 | |||||||||
Series A Common Shares | (5) | (5) | (5) | Common Shares | 1,918,692 | 1,918,692(1)(6) | I | By Voting Trust | ||||||
Deferred Compensation | (7) | (7) | (7) | Common Shares | 81,757 | 81,757(7) | D | |||||||
Series A Common Shares | (5) | (5) | (5) | Common Shares | 11,424 | 11,424(2) | I | By Trust | ||||||
Series A Common Shares | (5) | (5) | (5) | Common Shares | 11,746 | 11,746(2) | I | By Trust | ||||||
Series A Common Shares | (5) | (5) | (5) | Common Shares | 297 | 297 | I | By Wife |
Explanation of Responses: |
1. Effective 12/31/22, reporting person is no longer including shares held by grown children no longer sharing his household in his ownership totals. |
2. Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries include reporting person's spouse and descendants |
3. The information is based on a plan statement dated 12/31/22. The number of shares fluctuates and is attributable to the price of the shares on 12/31/22. |
4. Reporting person is one of four trustees of a trust which is also a reporting person. The shares reported are held by respective reporting person and his family members that have a pecuniary interest in such securities. Includes 691,720 Common Shares held by a family partnership of which reporting person is a general partner. |
5. Series A Common shares are convertible, on a share-for-share basis, into common shares. |
6. Reporting person is one of four trustees of a trust which is also a reporting person. The shares reported are held by respective reporting person and his family members that have a pecuniary interest in such securities. Includes 753,934 Series A Common Shares held by a family partnership of which reporting person is a general partner. |
7. 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 78,879 common share units were vested at 12/31/22. |
Remarks: |
Julie D. Mathews, by power of atty | 02/02/2023 | |
** 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. |