Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ARRAY DIGITAL INFRASTRUCTURE, INC. Major Shareholding Notification 2014

Nov 26, 2014

31133_mrq_2014-11-26_6e29d2c5-9c2b-485c-8e28-1344d52a5284.zip

Major Shareholding Notification

Open in viewer

Opens in your device viewer

SC 13D/A 1 usm_09.htm Licensed to: GAMCO Document created using Disclosure Solutions PROFILE 2.5.1.0 Copyright 1995 - 2014 Thomson Reuters Accelus. All rights reserved.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 9)

United States Cellular Corporation

(Name of Issuer)

Common Stock $1.00 Par Value Per Share

(Title of Class of Securities)

_ 911684108 _

(CUSIP Number)

David Goldman

GAMCO Investors, Inc.

One Corporate Center

Rye, New York 10580-1435

(914) 921-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

___ November 26, 2014 _

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

1

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No. 13-4044523
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 1,241,089 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 1,241,089 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 1,241,089 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 2.43%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO

2

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management Inc. I.D. No. 13-4044521
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 3,269,465 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 3,564,465 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 3,564,465 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 6.97%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO

3

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) MJG Associates, Inc. I.D. No. 06-1304269
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Client Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Connecticut
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 4,500 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 4,500 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 4,500 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.01%
14 Type of reporting person (SEE INSTRUCTIONS) CO

4

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization NV
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 12,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 12,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 12,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation

5

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Securities, Inc. I.D. No. 13-3379374
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Client Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 7,700 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 7,700 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 7,700 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

6

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No. 13-3056041
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Wyoming
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 8,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 8,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 8,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

7

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) None
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 1,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 1,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 1,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.00%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

8

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00 – Private Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization USA
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 32,500 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 32,500 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 32,500 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.07%
14 Type of reporting person (SEE INSTRUCTIONS) IN

9

Item 1. Security and Issuer

This Amendment No. 9 to Schedule 13D on the Common Stock of United States Cellular Corporation (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on October 13, 2003. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 to Schedule 13D is amended, in pertinent part, as follows:

This statement is being filed by Mario J. Gabelli ("Mario Gabelli") and various entities which he

directly or indirectly controls or for which he acts as chief investment officer. These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.

The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.

(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. ("GGCP"), GGCP Holdings LLC ("GGCP Holdings"), GAMCO Investors, Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. ("GAMCO"), Teton Advisors, Inc. ("Teton Advisors"), Gabelli Securities, Inc. ("GSI"), G.research, Inc. ("G.research"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), MJG-IV Limited Partnership ("MJG-IV"), and Mario Gabelli. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the "Reporting Persons".

GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.

GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.

GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund, L.P.

G.research, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), which as a part of its business regularly purchases and sells securities for its own account.

Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli SRI Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, and The Gabelli Global Small and Mid Cap Value Trust (collectively, the "Funds"), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Strategic Value and GAMCO Merger Arbitrage), a UCITS III vehicle.

Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mites sm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, and The TETON Westwood Mid-Cap Equity Fund.

MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.

The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.

Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.

MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.

The Reporting Persons do not admit that they constitute a group.

GAMCO and G.research are New York corporations and GBL, GSI, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference.

(d) – Not applicable.

(e) – Not applicable.

(f) – Reference is made to Schedule I hereto.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 to Schedule 13D is amended, in pertinent part, as follows:

The Reporting Persons used an aggregate of approximately $4,532,873 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $1,769,530 and $2,690,712, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GGCP used approximately $40,441 of working capital to purchase the additional Securities reported by it. Mario Gabelli used approximately $2,176 of private funds to purchase the additional Securities reported by him. Foundation used approximately $30,014 of funds of a private entity to purchase the additional Securities reported by it.

Item 4. Purpose of Transaction

Item 4 to Schedule 13D is amended, in pertinent part, as follows :

In light of the upcoming deadlines to submit shareholder proposals and director nominations for consideration at the Issuer's 2015 Annual Meeting of Shareholders, GAMCO, on behalf of its investment advisory clients, is currently evaluating all options available to it.

Item 5. Interest In Securities Of The Issuer

Item 5 to Schedule 13D is amended, in pertinent part, as follows:

(a) The aggregate number of Securities to which this Schedule 13D relates is 4,871,254 shares, representing 9.52% of the 51,144,194 shares outstanding as reported in the Issuer's most recent Form 10-Q for the quarterly period ended September 30, 2014. The Reporting Persons beneficially own those Securities as follows:

Name Shares of Common Stock % of Class of Common
Gabelli Funds 1,241,089 2.43%
GAMCO 3,564,465 6.97%
Mario Gabelli 32,500 0.07%
Gabelli Foundation 12,000 0.02%
GSI GBL 7,700 1,000 0.02% 0.00%
MJG Associates 4,500 0.01%
GGCP 8,000 0.02%

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by G.research. GBL and Gabelli Partners are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.

(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 295,000 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and Gabelli Partners is indirect with respect to Securities beneficially owned directly by other Reporting Persons.

(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

(e) Not applicable.

10

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 26, 2014

GGCP, INC.

MARIO J. GABELLI

GABELLI FOUNDATION, INC.

MJG ASSOCIATES, INC.

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

Attorney-in-Fact

GAMCO ASSET MANAGEMENT INC.

GAMCO INVESTORS, INC.

GABELLI SECURITIES, INC.

GABELLI FUNDS, LLC

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

President & Chief Operating Officer – GAMCO Investors, Inc.

President – GAMCO Asset Management Inc.

President – Gabelli Securities, Inc.

President & Chief Operating Officer of the sole member of

Gabelli Funds, LLC

11

Schedule I

Information with Respect to Executive

Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., G.research, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.

12

GGCP, Inc. Directors:
Mario J. Gabelli Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Marc J. Gabelli Chairman of The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804
Matthew R. Gabelli Vice President – Trading G.research, Inc. One Corporate Center Rye, NY 10580
Charles C. Baum Secretary & Treasurer United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223
Fredric V. Salerno Chairman; Former Vice Chairman and Chief Financial Officer Verizon Communications
Officers:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer
Marc J. Gabelli President
Silvio A. Berni Vice President, Assistant Secretary and Controller
GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli Manager and Member Member
GAMCO Investors, Inc. Directors:
Edwin L. Artzt Raymond C. Avansino Richard L. Bready Marc J. Gabelli Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Former Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 See above
Mario J. Gabelli Elisa M. Wilson See above Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580
Eugene R. McGrath Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003
Robert S. Prather President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Douglas R. Jamieson Henry G. Van der Eb Bruce N. Alpert Agnes Mullady Robert S. Zuccaro Kevin Handwerker President and Chief Operating Officer Senior Vice President Senior Vice President Senior Vice President Executive Vice President and Chief Financial Officer Executive Vice President, General Counsel and Secretary
GAMCO Asset Management Inc. Directors:
Douglas R. Jamieson Regina M. Pitaro William S. Selby
Officers:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer – Value Portfolios
Douglas R. Jamieson Robert S. Zuccaro David Goldman President, Chief Operating Officer and Managing Director Chief Financial Officer General Counsel, Secretary & Chief Compliance Officer
Gabelli Funds, LLC Officers:
Mario J. Gabelli Chief Investment Officer – Value Portfolios
Bruce N. Alpert Executive Vice President and Chief Operating Officer
Agnes Mullady President and Chief Operating Officer – Open End Fund Division
Robert S. Zuccaro Chief Financial Officer
David Goldman General Counsel
Teton Advisors, Inc. Directors:
Howard F. Ward Nicholas F. Galluccio Vincent J. Amabile John Tesoro Chairman of the Board Chief Executive Officer and President
Officers:
Howard F. Ward Nicholas F. Galluccio Robert S. Zuccaro David Goldman Tiffany Hayden See above See above Chief Financial Officer General Counsel Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358
Douglas G. DeVivo DeVivo Asset Management Company LLC P.O. Box 2048 Menlo Park, CA 94027
Marc J. Gabelli See above
Douglas R. Jamieson President
Daniel R. Lee Managing Partner Creative Casinos, LLC
William C. Mattison, Jr.
Salvatore F. Sodano
Officers:
Douglas R. Jamieson Robert S. Zuccaro Diane M. LaPointe David M. Goldman Joel Torrance See above Chief Financial Officer Controller General Counsel and Secretary Chief Compliance Officer
G.research, Inc. Directors:
Irene Smolicz Senior Trader – G.research, Inc.
Daniel M. Miller Chairman
Cornelius V. McGinity President
Officers:
Daniel M. Miller See above
Cornelius V. McGinity See above
Bruce N. Alpert Diane M. LaPointe Douglas R. Jamieson David M. Goldman Josephine D. LaFauci Vice President Controller and Financial & Operations Principal Secretary Assistant Secretary Chief Compliance Officer
Gabelli Foundation, Inc. Officers:
Mario J. Gabelli Chairman, Trustee & Chief Investment Officer
Elisa M. Wilson Marc J. Gabelli Matthew R. Gabelli Michael Gabelli President Trustee Trustee Trustee
MJG-IV Limited Partnership Officers:
Mario J. Gabelli General Partner

13

SCHEDULE II

INFORMATION WITH RESPECT TO

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR

SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)

SHARES PURCHASED AVERAGE

DATE SOLD(-) PRICE(2)

COMMON STOCK - UNITED STATES CELLULAR CORP.

GAMCO ASSET MANAGEMENT INC.

11/25/14 400 37.1300

11/25/14 15- 37.6600

11/25/14 300- 37.2233

11/25/14 300 37.2967

11/25/14 400 37.1669

11/24/14 4,200 37.5185

11/24/14 500 37.3520

11/24/14 600- 37.5500

11/24/14 300- 37.3900

11/21/14 500 37.5520

11/20/14 3,500- 36.8325

11/20/14 500 36.8960

11/20/14 300- 36.8400

11/19/14 300- 36.7939

11/19/14 500- 36.6210

11/19/14 800 36.8488

11/17/14 1,500 38.3529

11/14/14 200- 38.0650

11/14/14 2,500- 38.1501

11/11/14 2,000- 38.7787

11/10/14 2,000- 38.8668

11/07/14 4,000 *DI

11/06/14 2,000- 38.0000

11/06/14 200 37.9900

11/05/14 400 37.9800

11/05/14 400 37.9799

11/04/14 700- 37.9007

11/04/14 200- 37.7501

11/04/14 250- 38.0900

11/03/14 1,000 36.9572

11/03/14 300- *DO

11/03/14 400 36.9899

10/31/14 3,000- 36.4037

10/31/14 300 36.1000

10/31/14 2,500- 35.9394

10/31/14 4,000- 36.3633

10/29/14 850 35.9659

10/29/14 100- 35.7800

10/28/14 200- 35.8500

10/28/14 700- 35.7964

10/28/14 600 36.0983

10/28/14 150 35.5000

10/27/14 1,400 35.5050

10/27/14 2,000- 35.4423

10/23/14 500 35.4120

10/23/14 350- 35.3000

10/21/14 550 34.4400

10/20/14 400 34.1700

10/15/14 200- 32.4400

10/15/14 200- 32.4393

10/15/14 200 32.4393

10/14/14 300- 32.5027

10/10/14 300- *DO

10/09/14 855- *DO

10/08/14 1,300- 34.5581

10/07/14 200- 34.6801

10/03/14 300 33.7800

10/02/14 297- *DO

10/02/14 200- 33.5400

10/02/14 2,000- 34.1420

10/02/14 99- *DO

10/02/14 330- *DO

10/01/14 46,000- *DO

9/30/14 65,000 *DI

9/30/14 34,450 *DI

9/26/14 2,000- 35.2687

GABELLI FUNDS, LLC.

GABELLI UTILITY FUND

11/18/14 1,000 37.8000

GABELLI GLOBAL TELECOMMUNICATIONS FUND

10/17/14 4,000- 34.0380

GABELLI SMALL CAP GROWTH FUND

11/24/14 3,000 37.6913

11/24/14 1,000 37.3700

11/21/14 1,000 37.0554

GABELLI CONVERTIBLE & INCOME SECURITIES FUND INC.

10/20/14 500 33.6000

(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED

ON THE NYSE.

(2) PRICE EXCLUDES COMMISSION.

(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.

14