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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:
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
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:
July 1998
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
(x) Director ( ) 10% Owner (x) Officer (give title below) (x)
Other (specify below)
Vice Chairman
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
<PAGE> 2
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
6.
5. Owner-
Amount of ship
Securities Form:
Beneficially Direct 7.
2. Owned at End (D) or Nature of
1. Transaction 3. 4. of Month Indirect Indirect
Title of Date Transaction Securities Acquired (A) or (I) Beneficial
Security (Month/ Code Disposed of (D) (Instr. 3 (Instr. Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) 4) (Instr. 4)
Code V Amount (A)or(D) Price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 7/23/98 G 311,127 D I By Trust
Common Agreement dated
Stock May 13, 1978
f/b/o Richard
Anthony Lumpkin
7/23/98 G 311,127 A 311,127 (1) D
48,328 (2) I By Benjamin
Iverson Lumpkin
Holdback Trust
under Richard
Anthony Lumpkin
1993 Grantor
Retained
Annuity Trust
48,328 (2) I By Elizabeth A.
Lumpkin
Holdback Trust
under Richard
Anthony Lumpkin
1993 Grantor
Retained
Annuity Trust
332,209 I By Trust
Agreement dated
May 13, 1978
f/b/o Mary
Lee Sparks
55,088 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
9/5/80 f/b/o
Benjamin
Iverson Lumpkin
<PAGE> 3
6.
5. Owner-
Amount of ship
Securities Form:
Beneficially Direct 7.
2. Owned at End (D) or Nature of
1. Transaction 3. 4. of Month Indirect Indirect
Title of Date Transaction Securities Acquired (A) or (I) Beneficial
Security (Month/ Code Disposed of (D) (Instr. 3 (Instr. Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) 4) (Instr. 4)
Code V Amount (A)or(D) Price
55,088 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
9/5/80 f/b/o
Elizabeth
Arabella
Lumpkin
410,965 I By Trust named
for Benjamin
Iverson Lumpkin
created under
the Mary Green
Lumpkin Gallo
Trust Agreement
dated
December 29,
1989
410,965 I By Trust named
for Elizabeth
Arabella
Lumpkin created
under the Mary
Green Lumpkin
Gallo Trust
Agreement dated
December 29,
1989
734,701 I By Richard
Anthony Lumpkin
1990 Personal
Income Trust
for the Benefit
of Benjamin
Iverson Lumpkin
dated April 20,
1990
<PAGE> 4
6.
5. Owner-
Amount of ship
Securities Form:
Beneficially Direct 7.
2. Owned at End (D) or Nature of
1. Transaction 3. 4. of Month Indirect Indirect
Title of Date Transaction Securities Acquired (A) or (I) Beneficial
Security (Month/ Code Disposed of (D) (Instr. 3 (Instr. Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) 4) (Instr. 4)
Code V Amount (A)or(D) Price
734,701 I By Richard
Anthony Lumpkin
1990 Personal
Income Trust
for the Benefit
of Elizabeth
Arabella
Lumpkin dated
April 20, 1990
1,822 I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated
February 6,
1970
60,619 I By Margaret
Anne Keon Trust
under the Trust
Agreement dated
February 6,
1970
107,030 I By Mary Lee
Sparks Trust
under the Trust
Agreement dated
February 6,
1970
</TABLE>
<PAGE> 5
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. 2. 3. Trans- 4. 5. 6. 7. 8. 9. 10. 11.
Title of Conver- action Trans- Number Date Exer- Title and Price of Number of Owner- Nature
Deriva- sion Date action of Deriv- cisable Amount of Deriva- Deriva- ship of
tive or (Month/ Code ative Se- and Underlying tive tive Form of Indi-
Secur- Exercise Day/ (Instr. curities Expiration Securities Security Securi- Deriva- rect
ity Price of Year) 8) Acquired (A) Date (Instr. 3 and (Instr. ties tive Bene-
(Instr. Deriva- or Disposed (Month/Day/ 4) 5) Benefi- Security: ficial
3) tive of (D) Year) cially Direct (D) Owner-
Security (Instr. 3, Owned at or Ship
4 and 5) End of Indirect (Instr.
Month (I) 4)
(Instr. (Instr. 4)
4)
Code V (A) (D) Date Expir- Title Amount
Exer- ation or
cis- Date Number
able of
Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $35.25 (3) 9/25/07 Class A 40,000 40,000 D
Stock Common
Option Stock
(right
to buy)
(2)
Employee $34.50 (4) 12/22/07 Class A 5,000 5,000 D
Stock Common
Option Stock
(right
to buy)
(3)
</TABLE>
Explanation of Responses:
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 Richard A. Lumpkin. Benjamin I. Lumpkin no
longer shares the same household with Richard A. Lumpkin and
Gail Gawthrop Lumpkin.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Gail Gawthrop Lumpkin and Richard A. Lumpkin.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Benjamin I. Lumpkin and Elizabeth L. Celio (formerly
"Elizabeth A. Lumpkin").
<PAGE> 6
Explanation of footnotes to Table II: The derivative securities
shown in Table II are beneficially owned for purposes of Rule 16a-
1(a)(2) by Richard A. Lumpkin.
(3) The employee stock option vests in four equal annual
installments beginning on September 25, 1998.
(4) The employee stock option vests in four equal annual
installments beginning on December 22, 1998.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
DATE: August 5, 1998
JOINT FILER INFORMATION:
Name: Gail Gawthrop Lumpkin
Address: 121 South 17th Street, Mattoon, Illinois 61938
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: July 1998
Signature: Gail Gawthrop Lumpkin
JOINT FILER INFORMATION:
Name: Benjamin I. Lumpkin
Address: 1316 West Howard Street, #1, Chicago, Illinois 60626
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: July 1998
Signature: Benjamin I. Lumpkin
<PAGE> 7
JOINT FILER INFORMATION:
Name: Elizabeth L. Celio (formerly "Elizabeth A. Lumpkin")
Address: 109 S. Humphrey Avenue, #3N, Oak Park, Illinois 60302
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: July 1998
Signature: Elizabeth L. Celio
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