SEC Form 5 · accession 0001120437-15-000006

· TDS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Leroy T Carlson Jr.

Officer — President and CEO · Director

Period of report

Dec 31, 2014

Accepted (ET)

Jan 16, 2015 · 1:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001051512

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Shares^F8	holding	—	—	—	69,697	D
Common Shares	holding	—	—	—	518	I	By wife
Common Shares^F4	holding	—	—	—	20,036	I	By 401K
Common Shares^F5,F12,F13	holding	—	—	—	1,823,410	I	By Voting Trust
Common Shares^F10	holding	—	—	—	78,943	I	By trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Compensation^F3	—	Dec 31, 2014	J	1,324	A	—	—	Common Shares	66,345	66,345	D
Option (Right to buy)	$37.07	holding	—	—	—	Dec 15, 2005	Apr 20, 2015	Common Shares	231,751	231,751	D
Option (Right to buy)	$49.80	holding	—	—	—	Dec 15, 2006	Dec 13, 2016	Common Shares	213,333	213,333	D
Option (Right to buy)	$59.45	holding	—	—	—	Dec 15, 2007	Jul 2, 2017	Common Shares	179,653	179,653	D
Option (Right to buy)^F6	$35.35	holding	—	—	—	—	Aug 26, 2018	Common Shares	226,425	226,425	D
Option (Right to buy)^F7	$26.95	holding	—	—	—	—	May 20, 2019	Common Shares	244,000	244,000	D
Option (Right to buy)^F7	$26.66	holding	—	—	—	—	May 25, 2020	Common Shares	250,000	250,000	D
Option (Right to buy)^F7	$29.94	holding	—	—	—	—	May 13, 2021	Common Shares	230,000	230,000	D
Option (Right to buy)^F9	$20.79	holding	—	—	—	—	May 15, 2022	Common Shares	309,200	309,200	D
Option (Right to buy)^F14	$22.60	holding	—	—	—	—	May 10, 2023	Common Shares	186,000	186,000	D
Option (Right to buy)^F14	$26.83	holding	—	—	—	—	May 16, 2024	Common Shares	225,000	225,000	D
Restricted Stock Units^F11	—	holding	—	—	—	—	May 10, 2016	Common Shares	62,719	62,719	D
Restricted Stock Units^F11	—	holding	—	—	—	—	May 16, 2017	Common Shares	47,996	47,996	D
Series A Common Shares^F2,F1	—	holding	—	—	—	—	—	Common Shares	1,986,722	1,986,722	I
Series A Common Shares^F1	—	holding	—	—	—	—	—	Common Shares	9,229	9,229	D
Series A Common Shares^F1	—	holding	—	—	—	—	—	Common Shares	297	297	I
Series A Common Shares^F10,F1	—	holding	—	—	—	—	—	Common Shares	11,424	11,424	I

Explanation of responses

F1Series A Common shares are convertible, on a share-for-share basis, into common shares.
F10Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the descendants of the reporting person and his spouse. Reporting person disclaims beneficial ownership of such shares.
F11Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary.
F12On July 24, 2014, the reporting person's spouse's GRAT transferred voting trust certificates representing 7,268 shares to the spouse individually. The reporting person previous 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.
F13On July 24, 2014, the reporting person's GRAT transferred voting trust certificates representing 117,411 shares to the reporting person individually. The reporting person previously reported all securities held in his name and through a GRAT. Accordingly, the transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.
F14Vests on the third anniversary
F2Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Series A Common shares, 111,297 are held as custodian for children and 10,046 are held by spouse, and 748,439 shares are held by a family partnership of which reporting person is a general partner . Of the remaining shares, 3318 are owned in individual reporting person's name. In addition, 1,113,621 Series A common Shares owned by family limited partnerships. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
F3Reporting 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 64,918 common shares units were vested at 12/31/14.
F4Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/14. The number of shares fluctuates and is attributable to the price of the shares on 12/31/14.
F5Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Common shares, 102,608 shares are held as custodian for children and 24,301 are held by spouse, 124,126 are held by a family limited partnership, 89,679 shares through a marital trust, 105,942 are held in a LLC of which the reporting person is the sole voting member, and 687,066 shares are held by a family partnership of which reporting person is a general partner. Also voluntarily includes 60,321 shares in a trust, the trustee of which is a third party and the beneficiaries of which include the descendents of the reporting person and his spouse. Of the remaining shares, 208,270 shares are owned by individual reporting person. Reporting person's GRAT owns 105,571 and wife's GRAT owns 315,526. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.
F6Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third vesting on Aug. 26, 2009, one-third vesting on Aug. 26, 2010 and one-third vesting Aug. 26, 2011.
F7Granted under the 2004 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.
F8Includes 3768 shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children.
F9Granted 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.