TELEPHONE & DATA SYSTEMS INC /DE/ — Director's Dealing 2012

Jan 19, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
CIK: 0001051512
Period of Report: 2011-12-31

Reporting Person: CARLSON LEROY T (Director, Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Shares	J	111.56	—	Acquired	5441.79	Indirect
2011-12-31	Special Common Shares	J	266.99	—	Disposed	2655.56	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Deferred Compensation	$	J	572.819	Acquired		Common Shares (32126.61)	Direct
2011-12-31	Deferred Compensation	$	J	1421.029	Acquired		Special Common Shares (76939.5882)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	58915.55	Direct
Special Common Shares	220073.51	Indirect
Special Common	12961.06	Direct
Special Common Shares	9663.75	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to buy)	$59.00	2012-07-05	Tandem Common and Special Common Shares (22170)	22170	Direct
Option (Right to buy)	$52.92	2013-07-03	Tandem Common and Special Common Shares (23605)	23605	Direct
Option (Right to buy)	$66.00	2014-05-08	Tandem Common and Special Common Shares (22475)	22475	Direct
Option (Right to buy)	$77.36	2015-04-20	Tandem Common and Special Common Shares (26531)	26531	Direct
Option (Right to buy)	$38.00	2016-06-19	Special Common Shares (61127)	61127	Direct
Option (Right to buy)	$59.45	2017-07-02	Special Common Shares (36116)	36116	Direct
Option (Right to buy)	$35.35	2018-08-26	Special Common Shares (41500)	41500	Direct
Option (Right to buy)	$26.95	2019-05-21	Special Common Shares (42200)	42200	Direct
Option (Right to buy)	$26.66	2020-05-25	Special Common Shares (39900)	39900	Direct
Option (Right to buy)	$29.94	2021-05-13	Special Common Shares (31400)	31400	Direct
Restricted Stock Units	$		Special Common Shares (7500)	7500	Direct
Restricted Stock Units	$		Special Common Shares (7200)	7200	Direct
Series A Common Shares	$		Common Shares or Special Common Shares (56449.2)	56449.2	Indirect
Series A Common shares	$		Common Shares or Special Common Shares (224950.82)	224950.82	Indirect

Footnotes

F1: Series A Common shares are convertible, on a share-for-share basis, into common or special common shares.

F2: Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 191,514.7 (including 40,242.7 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 6782.12 shares acquired pursuant to a dividend reinvestment plan.

F3: Voluntary reporting of shares acquired in 2011 in the TDS 401K. The information is based on a plan statement dated 12/31/11. The number of shares fluctuates and is attributable to the price of the shares on 12/31/11.

F4: Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Common share units vested at 12/31/11 were 32,126.61

F5: Common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number common shares orginally subject to the option plus an equal number of special common.

F6: Reporting person has deferrred bonuses pursuant to the Long term incentive plan. The employer match vests ratably at 33%, 33% and 34% per year over a 3 year period. Special common share units vested at 12/31/11 were 75,225.97.

F7: Beneficial ownership of shares held in Voting Trust. Reporting person disclaims ownership of 190,654.95 (including 39,382.95 shares acquired pursuant to a dividend reinvestment plan) owned by wife. Includes 2764.56 shares acquired pursuant to a dividend reinvestment plan.

F8: Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the Aug. 26, 2009, one-third on Aug. 26, 2010 and one-third on Aug. 26, 2011.

F9: Granted under the 2004 Long-Term Incentive Plan. Options vest over a 3 year period with one-third of the number of shares becoming exercisable on the first anniversary, one-third on the second anniversary and one-third on the third anniversary.

F10: Restricted stock unit award pursuant to the Long Term Incentive Plan. Stock units will become vested on December 15, 2012.

F11: Restricted stock unit award pursuant to the Long Term Incentive Plan. Stock units will become vested on December 2, 2013.