| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP [ USM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| NQ Stock Option (Right to Buy)(1) | $33.15(2) | 06/07/2013(1) | J(1) | V | 10,268(2) | 03/31/2005 | 03/31/2014 | Common Shares | 10,268(2) | $0 | 10,268(2) | D | |||
| NQ Stock Option (Right to Buy)(1) | $39.14(3) | 06/07/2013(1) | J(1) | V | 20,053(3) | 03/31/2006 | 03/31/2015 | Common Stock | 20,053(3) | $0 | 20,053(3) | D | |||
| NQ Stock Option (Right to Buy)(1) | $50.97(4) | 06/07/2013(1) | J(1) | V | 26,604(4) | 04/03/2007 | 04/03/2016 | Common Stock | 26,604(4) | $0 | 26,604(4) | D | |||
| Explanation of Responses: |
| 1. All outstanding derivative security amounts and exercise prices were adjusted on June 7, 2013 (the ex-dividend date for the Issuer's June 25, 2013 special cash dividend) pursuant to anti-dilution provisions. Although the reporting person is not required to report the adjustments until the next required filing of a Form 4 or 5 to report a transaction, the reporting person is voluntarily making this Form 4 filing to report the adjustments. |
| 2. These shares represent the unexercised portion of a grant previously reported as covering 8,807 shares, at an exercise price of $38.65 per share, but were adjusted to reflect the June 25, 2013 special cash dividend pursuant to anti-dilution provisions. |
| 3. These shares represent the unexercised portion of a grant previously reported as covering 17,200 shares, at an exercise price of $45.63 per share, but were adjusted to reflect the June 25, 2013 special cash dividend pursuant to anti-dilution provisions. |
| 4. These shares represent the unexercised portion of a grant previously reported as covering 22,819 shares, at an exercise price of $59.43 per share, but were adjusted to reflect the June 25, 2013 special cash divident pursuant to anti-dilution provisions. |
| Remarks: |
| Jason N. Zimmer, By Power of Attorney For Kenneth R. Meyers | 07/08/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||