UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 3
INITIAL STATEMENT OF 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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
(Last) (First) (Middle) Grissom, Steven L.
(Street) 121 South 17th Street
(City) (State) (Zip) Mattoon, Illinois 61938
2. Date of Event Requiring Statement (Month/Day/Year)
09/11/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
McLeodUSA Incorporated
MCLD
5. 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%
6. If Amendment, Date of Original (Month/Day/Year)
7. 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>
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Table I -- Non-Derivative Securities Beneficially Owned
<S> <C> <C> <C>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of
(Instr. 4) Beneficially Owned Direct (D) or Indirect
(Instr. 4) Indirect (I) Beneficial Ownership
(Instr. 5) (Instr. 4)
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<TABLE>
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Table II -- Derivative Securities Beneficially Owned
<S> <C> <C> <C> <C> <C>
1. Title of 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership Form 6. Nature
Derivative and Expiration Date Securities Underlying Exercise Price of Derivative of Indirect
Security (Month/Day/Year) Derivative Security Security Beneficial
(instr. 4) (Instr. 4) Direct (D) Ownership
or Indirect (I) (Instr. 5)
(Instr. 5)
Date Expiration Title Amount or
Exercisable Date Number of
Shares
Employee Stock (1) 9/24/08 Class A 25,000 $24.50 D
Option (right Common
to buy)(1) Stock
Employee Stock (2) 10/12/09 Class A 5,000 $24.25 D
Option (right Common
to buy)(2) Stock
Call Option 5/20/98 1/15/99 Class A 500 $50.00 D
(obligation Common
to sell) Stock
(1) The employee stock option dated September 24, 1997 vests in four equal installments
which began on September 24, 1998.
(2) The employee stock option dated December 22, 1997 vests in four equal installments
beginning on October 12, 1999.
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Explanation of Responses:
In addition to the stock options listed in Table II above, Steven L. Grissom participates
in the Company's Employee Stock Purchase Plan and anticipates the right to acquire in January
1999 $22,500 in value of Common Stock at a purchase price per share to be determined pursuant
to such plan.
SIGNATURE OF REPORTING PERSON(S):
Steven L. Grissom
DATE:
December 16, 1998
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a).
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