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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 7,941.54 | (1) | (1) | Common or Special Common Shares | 7,941.54 | (2) | 0 | D | ||||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 8,632.454 | (1) | (1) | Common Shares | 8,632.454 | (2) | 8,632.454 | D | ||||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 273.15 | (1) | (1) | Common or Special Common Shares | 273.15 | (2) | 0 | I | By Wife | |||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 296.9141 | (1) | (1) | Common Shares | 296.9141 | (2) | 296.9141 | I | By Wife | |||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 1,819,611 | (1) | (1) | Series A Common Shares | 1,819,611 | (2) | 0 | I | By Voting Trust | |||
Series A Common Shares | (2) | 01/24/2012 | J(2) | 1,977,916.938 | (1) | (1) | Common Shares | 1,977,916.938 | (2) | 1,977,916.938 (3) | I | By Voting Trust | |||
Deferred Compensation | (2) | 01/24/2012 | J(2) | 13,019.41 (6) | (6) | (6) | Common Shares | 13,019.41 | (2) | 0 | D | ||||
Deferred Compensation | (2) | 01/24/2012 | J(2) | 14,152.0987 | (6) | (6) | Common Shares | 14,152.0987 | (2) | 14,152.0987 (6) | D | ||||
Deferred Compensation | (2) | 01/24/2012 | J(2) | 36,063.492 (7) | (7) | (7) | Special Common Shares | 36,063.492 | (2) | 0 | D | ||||
Deferred Compensation | (2) | 01/24/2012 | J(2) | 36,063.492 | (7) | (7) | Common Shares | 36,063.492 | (2) | 50,215.59 (7) | D | ||||
Stock Option (Right to Buy) | $ 60.2 | 01/24/2012 | J(2) | 68,215 | 12/15/2002 | 08/19/2012 | Common and Special Common Shares | 68,215 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 28.85 | 01/24/2012 | J(2) | 142,364.705 | 12/15/2002 | 08/19/2012 | Common Shares | 142,364.705 | (2) | 142,364.705 | D | ||||
Stock Option (Right to Buy) | $ 52.92 | 01/24/2012 | J(2) | 65,567 | 12/15/2003 | 07/03/2013 | Common and Special Common Shares | 65,567 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 25.36 | 01/24/2012 | J(2) | 136,838.329 | 12/15/2003 | 07/03/2013 | Common Shares | 136,838.329 | (2) | 136,838.329 | D | ||||
Stock Option (Right to Buy) | $ 66 | 01/24/2012 | J(2) | 67,540 | 12/15/2004 | 05/08/2014 | Common and Special Common Shares | 67,540 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 31.62 | 01/24/2012 | J(2) | 140,955.98 | 12/15/2004 | 05/08/2014 | Common Shares | 140,995.98 | (2) | 140,995.98 | D | ||||
Stock Option (Right to Buy) | $ 77.36 | 01/24/2012 | J(2) | 111,045 | 12/15/2005 | 04/20/2015 | Common and Special Common Shares | 111,045 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 37.07 | 01/24/2012 | J(2) | 231,750.915 | 12/15/2005 | 04/20/2015 | Common Shares | 231,750.915 | (2) | 231,750.915 | D | ||||
Stock Option (Right to Buy) | $ 49.8 | 01/24/2012 | J(2) | 213,333 | 12/15/2006 | 12/13/2016 | Special Common Shares | 213,333 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 49.8 | 01/24/2012 | J(2) | 213,333 | 12/15/2006 | 12/13/2016 | Common Shares | 213,333 | (2) | 213,333 | D | ||||
Stock Option (Right to Buy) | $ 59.45 | 01/24/2012 | J(2) | 179,653 | 12/15/2007 | 07/02/2017 | Special Common Shares | 179,653 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 59.45 | 01/24/2012 | J(2) | 179,653 | 12/15/2007 | 07/02/2017 | Common Shares | 179,653 | (2) | 179,653 | D | ||||
Stock Option (Right to Buy) | $ 35.35 | 01/24/2012 | J(2) | 226,425 | (8) | 08/26/2018 | Special Common Shares | 226,425 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 35.35 | 01/24/2012 | J(2) | 226,425 | (8) | 08/26/2018 | Common Shares | 226,425 | (2) | 226,425 | D | ||||
Stock Option (Right to Buy) | $ 26.95 | 01/24/2012 | J(2) | 244,000 | (8) | 05/20/2019 | Special Common Shares | 244,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 26.95 | 01/24/2012 | J(2) | 244,000 | (8) | 05/20/2019 | Common Shares | 244,000 | (2) | 244,000 | D | ||||
Stock Option (Right to Buy) | $ 26.66 | 01/24/2012 | J(2) | 250,000 | (8) | 05/25/2020 | Special Common Shares | 250,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 26.66 | 01/24/2012 | J(2) | 250,000 | (8) | 05/25/2020 | Common Shares | 250,000 | (2) | 250,000 | D | ||||
Stock Option (Right to Buy) | $ 29.94 | 01/24/2012 | J(2) | 230,000 | (8) | 05/13/2021 | Special Common Shares | 230,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 29.94 | 01/24/2012 | J(2) | 230,000 | (8) | 05/13/2021 | Common Shares | 230,000 | (2) | 230,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARLSON LEROY T JR 30 N. LASALLE ST., STE. 4000 CHICAGO, IL 60602 |
X | President and CEO |
Julie D. Mathews, by power of atty | 01/26/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Series A Common Shares are convertible, on a share-for-share basis, into common or special common shares. |
(2) | Pursuant to a reclassification exempt under Rule 16b-3 and Rule 16b-7, each Special Common Share was reclassified into one Common Share, each Common Share was reclassified into 1.087 Common Shares, and each Series A Common Share was reclassified into 1.087 Series A Common Shares, and each stock award relating to such shares was appropriately adjusted. |
(3) | Reporting 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, 104,100.453 (including 19,381.453 acquired in dividend reinvestment) are held as custodian for children and 9955.579 (including 1306.579 acquired in dividend reinvestment) are held by spouse, and 747,136 (including 18,849.008 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 3103.898 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. In addition, 937,747 Series A common Shares owned by family limited partnership. |
(4) | Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Special Common shares, 95973.33 (18016.33 including acquired in dividend reinvestment) are held as custodian for children and 13492.61 (including 1221.61 acquired in dividend reinvestment) are held by spouse, and 685,962.47 including 15965.47 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 0.94 were earned pursuant to a dividend reinvestment plan. Reporting person's GRAT owns 383,912 and wife's GRAT owns 326,250. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. |
(5) | Includes 3768 shares owned by children. Reporting person disclaims beneficial ownerhsip of shares owned by children. |
(6) | Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 13,019.41 common shares units were vested at 12/31/11. |
(7) | Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plan. Employer matches vest ratably at a rate of 33%, 33% and 34% over three years. A total of 34,916.27 special common share units were vested at 12/31/11. |
(8) | Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third vesting on the first annual anniversary, one-third vested on the second annual anniversary and one-third vesting on the third annual anniversary. |
(9) | Shares held in TDS 401K plan. The number of shares fluctuates and is attributable to the price of the shares on Dec. 31, 2011. |
(10) | Shares held in TDS 401K plan. The number of shares fluctuates and is attributable to the price of the shares on Jan. 25, 2012. |