ARRAY DIGITAL INFRASTRUCTURE, INC. — Director's Dealing 2019

Feb 4, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNITED STATES CELLULAR CORP (USM)
CIK: 0000821130
Period of Report: 2018-12-31

Reporting Person: Drake Deirdre (EVP-Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Common Shares	M	8181	—	Acquired	0	Direct
2018-04-02	Common Shares	F	2397	$40.19	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-02	Restricted Stock Units	$0	M	8181	Disposed		Common Shares (8181)	Direct
2018-04-02	Performance Share Units	$	A	4399	Acquired		Common Shares (4399)	Direct
2018-04-02	Restricted Stock Units	$0	A	8798	Acquired		Common Shares (8798)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to buy)	$45.87	2026-04-01	Common Shares (8625)	8625	Direct
Restricted Stock Units	$		Common Shares (9235)	9235	Direct
Restricted Stock Units	$		Common Shares (9044)	9044	Direct
Performance Shares Units	$		Common Shares (11615)	11615	Direct

Footnotes

F1: Delivery of Common Shares as settlement for taxes due in conncection with restricted shares awarded under the United States Cellular Corporation Long-Term Incentive Plan.

F2: Restricted stock units vested on April 2, 2018 and all shares have subsequently been sold.

F3: Vesting of restricted units that were awarded on 4/1/2015 under the Long Term Incentive Plan.

F4: The 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 number of shares subject to the award be less than 50% of the target opportunity as of the grant date. Accordingly, the reporting person is reporting a stock award of 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 50% of the target opportunity.

F5: These restricted stock units were awarded under the United States Cellular Corporation Long-Term Incentive Plan. These restricted stock units will vest April 2, 2021.

F6: Granted on April 1, 2016 under the United States Cellular Long Term Incentive Plan. The option vests in three annual installments beginning on the first anniversary of the Transaction Date. Reporting person previously exercised 17,250 and the remaining shares will vest on April 1, 2019.

F7: Restricted stock units awarded under the United States Cellular Corporate Long Term Incentive Plan. Restricted stock units will vest on April 1, 2019.

F8: Restricted stock units awarded under the United States Cellular Long Term Incentive Plan. Restricted stock units will vest on April 3, 2020.

F9: Performance shares that become vested on April 3, 2020.