UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Mary Lee Sparks
2438 Campbell Road, N.W.
Albuquerque, New Mexico 87104
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
December 1997
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all applicable):
( ) Director ( ) 10% Owner ( ) Officer (give title below) (x) Other
(specify below)
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.
Amount of Amount of
Securities 6.
2. Beneficially Ownership 7.
1. Transac- 3. 4. Owned at Form: Nature of
Title of tion Date Transac- Securities Acquired (A) or End of Month Direct (D) Beneficial
Security (Month/ tion Code Disposed of (D) (Instr. 3 or Indirect (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V Amount (A)or(D) Price
Class A 12/31/97 J* 89,438 (1) D I By Mary Lee Sparks
Common 1993 Grantor Re-
Stock tained Annuity
Trust
12/31/97 J* 22,360 (2) A 22,360 (2) D
12/31/97 J* 22,360 (3) A 22,360 (3) D
12/31/97 J* 22,359 (4) A 22,359 (4) D
12/31/97 J* 22,359 (5) A 22,359 (5) D
196,678 D
332,209 (4) I By Trust Agreement
dated May 13, 1978
f/b/o Mary Lee
Sparks
154,674 I By Mary Lee Sparks
1990 Personal Income
Trust for the Bene-
fit of Anne Romayne
Sparks dated April
20, 1990
154,674 I By Mary Lee Sparks
1990 Personal Income
Trust for the Bene-
fit of Barbara Lee
Sparks dated April
20, 1990
154,674 I By Mary Lee Sparks
1990 Personal Income
Trust for the Bene-
fit of Christina
Louise Sparks dated
April 20, 1990
154,674 I By Mary Lee Sparks
1990 Personal Income
Trust for the Bene-
fit of John Woodruff
Sparks dated April
20, 1990
</TABLE>
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<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
Title Conver- Trans- Trans- Number of Date Exercis- Title and Price of Number of Ownership Nature
of sion of action Date Deriva- able and Amount of Deriva- Deriva- Form of of
Deriva- Exercise Date Code tive Se Expiration Underlying tive tive Deriva- Indirect
tive Deriva- (Month/ (Instr. curities Date Securities Security Secur- tive Bene-
(Instr.3) Security Year) 8) Acquired) (Month (Instr. (Instr. ity Security: ficial
(A) or Day/Year) 3 and 4) 5) (Instr. Direct Owner-
Disposed 4) (D) or Ship
of (D) Indirect (Instr
(Instr. (I) 4)
3, 4 and 5) Instr. 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V (A) (D) Date Expir- Title Amount or
Exer- ation Number of
cisable Date Shares
</TABLE>
Explanation of Responses:
*Explanation of Transaction Code J - Other Acquisition or Disposition:
Pursuant to the terms of the Mary Lee Sparks 1993 Grantor Retained Annuity
Trust, on December 31, 1997, the Trust terminated and the securities held
in the Trust are being distributed directly to the beneficiaries, who are
identified in the footnotes to Table I.
Explanation of footnotes to Table I: For purposes of Section 13(d) of
the Securities Exchange Act, each of the joint filers is a member of a group
that together owns more than 10% of the Issuer's Class A Common Stock.
Except as indicated in the following notes, the securities shown in Table
I are beneficially owned for purposes of Rule 16a-1(a)(2) by Mary Lee Sparks
and not by any of the other joint filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by all of the
joint filers other than Mary Lee Sparks.
<PAGE>
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by John W.
Sparks.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Barbara L.
Federico.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by Christina
L. Duncan.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne R.
Whitten.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks
JOINT FILER INFORMATION
Name: Anne R. Whitten
Address: 38 Goodhue Road, Windham, New Hampshire 03087
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1997
Date of Event Requiring Statement: September 24, 1997
Signature: Anne R. Whitten<PAGE>
JOINT FILER INFORMATION
Name: Barbara L. Federico
Address: 4840 Ashville Bay Road, Ashville, New York 14710
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1997
Signature: Barbara L. Federico
JOINT FILER INFORMATION
Name: Christina L. Duncan
Address: 194 North Bald Hill Road, New Canaan, Connecticut 06840
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1997
Signature: Christina L. Duncan<PAGE>
JOINT FILER INFORMATION
Name: John W. Sparks
Address: 229 Saavedra, S.W., Albuquerque, New Mexico 87105
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1997
Signature: John W. Sparks
DATE: January 9, 1998