Annual Statement of Changes in Beneficial Ownership (5)
15 Janvier 2020 - 6:18PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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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1. Name and Address of Reporting Person
*
MEYERS KENNETH R | 2. Issuer Name and Ticker or Trading SymbolUNITED 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 |
(Last)
(First)
(Middle)
8410 WEST BRYN MAWR AVE | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2019 |
(Street)
CHICAGO, IL 60631
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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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. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (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 | | | | | | | 2965 (1) | I | By 401k plan |
Common Shares | | | | | | | 25771 | D | |
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 Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: 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 |
Deferred Compensation | | | | | | | (2) | (2) | Common Shares | 30669.0 | | 30669 (2) | D | |
Option (Right to Buy) | $39.71 | | | | | | (3) | 7/31/2023 | Common Shares | 125000.0 | | 125000 (3) | D | |
Option (Right to Buy) | $45.87 | | | | | | (4) | 4/1/2026 | Common Shares | 68766.0 | | 68766 (4) | D | |
Performance Share Units | | | | | | | (5) | (5) | Common Shares | 97013.0 | | 97013 (5) | D | |
Performance Share Units | | | | | | | (6) | (6) | Common Shares | 121818.0 | | 121818 (6) | D | |
Performance Share Units | | | | | | | (7) | (7) | Common Shares | 35396.0 | | 35396 (7) | D | |
Restricted Stock Units | | | | | | | (8) | 4/3/2020 | Common Shares | 75543.0 | | 75543 | D | |
Restricted Stock Units | | | | | | | (8) | 4/2/2021 | Common Shares | 78420.0 | | 78420 | D | |
Restricted Stock Units | | | | | | | (8) | 4/1/2022 | Common Shares | 70791.0 | | 70791 | D | |
Explanation of Responses: |
(1) | Voluntary reporting of shares in 401K plan. The information is based on a plan statement dated 12/31/19. The number of shares fluctuates and is attributable to the price of the USM shares on 12/31/19. |
(2) | 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 30,113 are vested. |
(3) | Became exercisable on June 22, 2019 |
(4) | Reporting person was granted 206,300 options in 2016. Options vested in annual increments of one-third on April 1 of each year. Reporting person previously exercised 137,534. |
(5) | 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. |
(6) | The 2018 performance share units were granted on April 2, 2018, and become vested on April 2, 2021. The performance period ended on December 31, 2018 with a 155.3% achievement of certain performance measures. The table reports the actual number of shares based on he 155.3% achievement of the performance measures. |
(7) | On April 1, 2019 reporting person was granted an award based on the achievement of certain performance measures, except that such award provides that in no event shall the the number of shares subject to the award be less than 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 the 50% of the target opportunity. |
(8) | Restricted stock units that become vested on the third annual anniversary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MEYERS KENNETH R 8410 WEST BRYN MAWR AVE CHICAGO, IL 60631 | X |
| President and CEO |
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Signatures
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Julie D. Mathews, by power of atty | | 1/15/2020 |
**Signature of Reporting Person | Date |
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