TELEPHONE & DATA SYSTEMS INC /DE/ — Director's Dealing 2015

Jan 16, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
CIK: 0001051512
Period of Report: 2014-12-31

Reporting Person: CARLSON LEROY T JR (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Deferred Compensation	$	J	1324	Acquired		Common Shares (66345)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	69697	Direct
Common Shares	518	Indirect
Common Shares	20036	Indirect
Common Shares	1823410	Indirect
Common Shares	78943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to buy)	$37.07	2015-04-20	Common Shares (231750.915)	231750.915	Direct
Option (Right to buy)	$49.80	2016-12-13	Common Shares (213333)	213333	Direct
Option (Right to buy)	$59.45	2017-07-02	Common Shares (179653)	179653	Direct
Option (Right to buy)	$35.35	2018-08-26	Common Shares (226425)	226425	Direct
Option (Right to buy)	$26.95	2019-05-20	Common Shares (244000)	244000	Direct
Option (Right to buy)	$26.66	2020-05-25	Common Shares (250000)	250000	Direct
Option (Right to buy)	$29.94	2021-05-13	Common Shares (230000)	230000	Direct
Option (Right to buy)	$20.79	2022-05-15	Common Shares (309200)	309200	Direct
Option (Right to buy)	$22.60	2023-05-10	Common Shares (186000)	186000	Direct
Option (Right to buy)	$26.83	2024-05-16	Common Shares (225000)	225000	Direct
Restricted Stock Units	$	2016-05-10	Common Shares (62719)	62719	Direct
Restricted Stock Units	$	2017-05-16	Common Shares (47996)	47996	Direct
Series A Common Shares	$		Common Shares (1986722)	1986722	Indirect
Series A Common Shares	$		Common Shares (9229)	9229	Direct
Series A Common Shares	$		Common Shares (297)	297	Indirect
Series A Common Shares	$		Common Shares (11424)	11424	Indirect

Footnotes

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

F2: 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, 111,297 are held as custodian for children and 10,046 are held by spouse, and 748,439 shares are held by a family partnership of which reporting person is a general partner . Of the remaining shares, 3318 are owned in individual reporting person's name. In addition, 1,113,621 Series A common Shares owned by family limited partnerships. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.

F3: Reporting person deferred bonuses pursuant to the TDS Long Term Incentive Plans. Employer matches vest ratably at a rate of 33%, 33%, 34% over three years. A total of 64,918 common shares units were vested at 12/31/14.

F4: Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/14. The number of shares fluctuates and is attributable to the price of the shares on 12/31/14.

F5: Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these Common shares, 102,608 shares are held as custodian for children and 24,301 are held by spouse, 124,126 are held by a family limited partnership, 89,679 shares through a marital trust, 105,942 are held in a LLC of which the reporting person is the sole voting member, and 687,066 shares are held by a family partnership of which reporting person is a general partner. Also voluntarily includes 60,321 shares in a trust, the trustee of which is a third party and the beneficiaries of which include the descendents of the reporting person and his spouse. Of the remaining shares, 208,270 shares are owned by individual reporting person. Reporting person's GRAT owns 105,571 and wife's GRAT owns 315,526. Reporting person disclaims beneficial ownership of shares held for the benefit of persons other than the reporting person.

F6: Granted under the 2004 Long Term Incentive Plan. Options vest over a 3 year period with one-third vesting on Aug. 26, 2009, one-third vesting on Aug. 26, 2010 and one-third vesting Aug. 26, 2011.

F7: Granted under the 2004 Long-Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.

F8: Includes 3768 shares owned by children. Reporting person disclaims beneficial ownership of shares owned by children.

F9: Granted under the 2011 Long Term Incentive Plan. Options vest over a 3 year period with one-third becoming exercisable on the first anniversary, one-third on the second anniversary and one-third becoming exercisable on the third anniversary.

F10: Voluntary report of shares held in trust, the trustee of which is a third party and beneficiaries of which include the descendants of the reporting person and his spouse. Reporting person disclaims beneficial ownership of such shares.

F11: Restricted stock unit award pursuant to the 2011 Long Term Incentive Plan. Stock units will become vested on third anniversary.

F12: On July 24, 2014, the reporting person's spouse's GRAT transferred voting trust certificates representing 7,268 shares to the spouse individually. The reporting person previous reported all securities held by spouse and spouse's GRAT. Accordingly, the transfer did not result in the change in the number of securities reported as beneficially owned by reporting person.

F13: On July 24, 2014, the reporting person's GRAT transferred voting trust certificates representing 117,411 shares to the reporting person individually. The reporting person previously reported all securities held in his name and through a GRAT. Accordingly, the transfer did not result in any change in the number of securities reported as beneficially owned by reporting person.

F14: Vests on the third anniversary