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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) |
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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Option (Right to buy) (5) (6) | $ 127 | 05/13/2005 | Â | J(5)(6) | 3,000 | Â | 12/15/2000 | 08/07/2008 | Tandem Common and Special Common Shares | (6) | 3,000 | Â | ||
Option (Right to buy) (5) (6) | $ 117.51 | 05/13/2005 | Â | J(5)(6) | 7,040 | Â | Â (3) | 09/16/2010 | Tandem Common and Special Common Shares | (6) | 7,040 | Â | ||
Option (Right to buy) (5) (6) | $ 99.44 | 05/13/2005 | Â | J(5)(6) | 4,240 | Â | 12/15/2001 | 04/30/2011 | Tandem Common and Special Common Shares | (6) | 4,240 | Â | ||
Option (Right to buy) (5) (6) | $ 66 | 05/13/2005 | Â | J(5)(6) | 7,900 | Â | 12/15/2004 | 05/08/2014 | Tandem Common and Special Common Shares | (6) | 7,900 | Â | ||
Option (Right to Buy) (5) (6) | $ 77.36 | 05/13/2005 | Â | J(5)(6) | 12,444 | Â | 12/15/2005 | 04/20/2015 | Tandem Common and Special Common Shares | (6) | 12,444 | Â | ||
Restricted Stock Units (5) (8) | Â | 05/13/2005 | Â | J(5)(8) | 2,045 | Â | 12/15/2007 | Â (7) | Tandem Common and Special Common Shares | (8) | 2,045 | Â | ||
Deferred Compensation | Â | 12/31/2005 | Â | J(1) | 5 | Â | Â (4) | Â (4) | Common Shares | (4) | 535.93 | Â | ||
Deferred Compensation | Â | 05/13/2005 | Â | J(5) | 532.054 | Â | Â (9) | Â (9) | Special Common Shares | (9) | 536.1 | Â | ||
Deferred Compensation | Â | 12/31/2005 | Â | J(1) | 4 | Â | Â (9) | Â (9) | Special Common Shares | (9) | 536.1 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JACK D MICHAEL 8401 GREENWAY BVD. MIDDLETON, WI 53562 |
 |  |  Sr. VP - Corp. Controller |  |
Julie D. Mathews, by power of atty | 02/07/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Voluntary reporting of shares acquired through dividend reinvestment in 2005. |
(2) | Voluntary reporting of shares acquired in 2005 in the TDS 401K. The information is based on a plan statement dated 12/31/05. The number of shares fluctuates and is attributable to the price of the shares on 12/31/05. |
(3) | Granted under the TDS Long Term Incentive Plan. The option is exercisable with respect to 1760 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 7040 common shares. |
(4) | Reporting person deferred 2000 bonus pursuant to the TDS Long Term Incentive Plan. The deferred bonus was 410.869 shares. The employer match was 102.718 shares which vests ratably at a rate of 33%, 33% and 34% on 12/31/01, 12/31/02 and on 12/31/03. Reporting person had previously acquired 17.3 shares in dividend reinvestment bringing the new balance as of 12/31/04 acquired in dividend reinvestment to 22.34. |
(5) | On May 13 TDS authorized a special common dividend to holders of common shares in which one special common share was distributed to all shareholders making this acquisition exempt from Section 16a-9(a). |
(6) | 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. |
(7) | Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007. |
(8) | Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend,all restricted stock units as of May 13 that are be settled in common shares, whether vested or unvested, were adjusted to provide shat such award will be settled in the number of common shares originally subject to the award plus an equal number of special common shares. |
(9) | Reporting person deferred 2000 bonus pursuant to the TDS Long Term Incentive Plan. The deferred bonus was 410.869 shares. The employer match was 102.718 shares which vests ratably at a rate of 33%, 33% and 34% on 12/31/01, 12/31/02 and on 12/31/03. Reporting person acquired 18.464 shares as of the May 13 stock dividend. Subsequently, reporting person acquired an additional 4 shares. |