Statement of Changes in Beneficial Ownership (4)
April 07 2020 - 4:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
IRIZARRY MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP
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USM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP-CTO |
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(Last)
(First)
(Middle)
8410 W. BRYN MAWR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2020 |
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(Street)
CHICAGO, IL 60631
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 4/3/2020 | | M | | 19559 (1) | A | $0 | 19559 | D | |
| Common Shares | 4/3/2020 | | M | | 25118 (2) | A | $0 | 44677 | D | |
| Common Shares | 4/3/2020 | | F | | 16663 (3) | D | $27.58 | 28014 | D | |
Table II - Derivative Securities 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 | 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 Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | $0.0 | 4/3/2020 | | M | | | 19559 (1) | (1) | (1) | Common Shares | 19559.0 | $0 | 0 | D | |
| Performance Share Units | (2) | 4/3/2020 | | M | | | 25118 (2) | (2) | (2) | Common Shares | 25118.0 | $0 | 0 | D | |
| Restricted Stock Units | $0.0 | 4/6/2020 | | M | | 29226 | | (4) | (4) | Common Shares | 29226.0 | $0 | 29226 | D | |
| Performance Share Units | (5) | 4/6/2020 | | M | | 14613 | | (5) | (5) | Common Shares | 14613.0 | $0 | 14613 | D | |
| Explanation of Responses: |
| (1) | Vesting of restricted stock units that were awarded on 4/1/17 under the United States Cellular Corporation Long-Term Incentive Plan. |
| (2) | Vesting of performance share units granted on April 3, 2017. Performance share units were adjusted for performance and became time based on March 12, 2018. |
| (3) | Delivery of common shares as settlement for taxes due in connection with the vesting of restricted stock units and performance share units. |
| (4) | These restricted stock units were awarded under the United States Cellular Corporation Long-Term Incentive Plan. These restricted stock units will vest on the third anniversary of the Transaction Date. |
| (5) | On April 6, 2020, 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
IRIZARRY MICHAEL
8410 W. BRYN MAWR
CHICAGO, IL 60631 |
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| EVP-CTO |
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Signatures
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| Julie D. Mathews, by power of atty | | 4/7/2020 |
| **Signature of Reporting Person | Date |
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