SEC Form 5 · accession 0001120437-19-000006

· 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, 2018

Accepted (ET)

Jan 11, 2019 · 9:15 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001051512

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F13,F7	Nov 21, 2018	G	500	—	D	101,890	D
Common Shares^F13,F7	Dec 10, 2018	G	2,000	—	D	101,549	D
Common Shares	holding	—	—		—	518	I	By wife
Common Shares^F4	holding	—	—		—	20,719	I	By 401K
Common Shares^F5,F11	holding	—	—		—	1,864,042	I	By Voting Trust
Common Shares^F9	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, 2018	J	1,170	A	—	—	Common Shares	62,547	62,547	D
Option (Right to buy)^F6	$26.66	holding	—	—	—	—	May 25, 2020	Common Shares	250,000	250,000	D
Option (Right to buy)^F6	$29.94	holding	—	—	—	—	May 13, 2021	Common Shares	230,000	230,000	D
Option (Right to buy)^F8	$20.79	holding	—	—	—	—	May 16, 2022	Common Shares	309,200	309,200	D
Option (Right to buy)^F12	$22.60	holding	—	—	—	—	May 10, 2023	Common Shares	186,000	186,000	D
Option (Right to buy)^F12	$26.83	holding	—	—	—	—	May 16, 2024	Common Shares	225,000	225,000	D
Option (Right to buy)^F12	$29.26	holding	—	—	—	—	May 11, 2025	Common Shares	236,100	236,100	D
Option (Right to buy)^F12	$29.45	holding	—	—	—	—	Aug 15, 2026	Common Shares	53,800	53,800	D
Option (Right to buy)^F12	$27.79	holding	—	—	—	—	May 24, 2027	Common Shares	39,700	39,700	D
Option (Right to buy)^F12	$25.70	holding	—	—	—	—	May 22, 2028	Common Shares	18,320	18,320	D
Restricted Stock Units^F10	—	holding	—	—	—	—	May 11, 2019	Common Shares	76,273	76,273	D
Restricted Stock Units^F10	—	holding	—	—	—	—	May 24, 2020	Common Shares	60,619	60,619	D
Restricted Stock Units^F12,F10	—	holding	—	—	—	—	May 23, 2021	Common Shares	57,261	57,261	D
Series A Common Shares^F2,F1	—	holding	—	—	—	—	—	Common Shares	2,031,139	2,031,139	I
Series A Common Shares^F1	—	holding	—	—	—	—	—	Common Shares	10,107	10,107	D
Series A Common Shares^F1	—	holding	—	—	—	—	—	Common Shares	297	297	I
Series A Common Shares^F9,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.
F10Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary.
F11On August 28, 2018 the reporting person's spouse's GRAT transferred voting trust certificates representing 21,585 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.
F12Vests on the third anniversary
F13By gift
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, 121,876 are held as custodian for children and 10,875 are held by spouse, and 750,355 shares are held by a family partnership of which reporting person is a general partner and 30,778 that reporting person is trustee of trusts which his children beneficially own the shares in the trusts. Of the remaining shares, 3,634 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 59,507 common shares units were vested at 12/31/18.
F4Voluntary 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.
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, 112,361 shares are held as custodian for children, 82,609 are held by spouse, 374,126 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, 688,689 shares are held by a family partnership of which reporting person is a general partner, and 28,486 shares that reporting person is trustee of trusts which his children beneficially own shares in the trusts. Also includes 60,321 shares in a trust, the trustee of which is a third party & the beneficiaries include the descendents of the reporting person & his spouse. 63,841 shares are owned by individual reporting person. Reporting person's wife's GRAT owns 257,988. 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 becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.
F7Includes 3768 shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children.
F8Granted 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.
F9Voluntary 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.