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Previous: MCLEODUSA INC, 4, 1998-11-10 |
Next: MCLEODUSA INC, 4, 1998-11-10 |
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:
October 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>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
5.
Amount
of 6.
Secur- Owner-
ities ship
Benefi- Form:
1. 2. cially Direct 7.
Title Trans- Owned at (D) or Nature of
of action 3. 4. Securities End of Indirect Indirect
Security Date Transaction Acquired (A) or Month (I) Beneficial
(Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership
3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 4) 4) (Instr. 4)
------- --------- ----------- ------------------------------- -------- -------- ----------
Code V Amount (A)or(D) Price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 09/11/98 J* 332,209 (1) D 0 I By Trust
Common Agreement dated
Stock May 13, 1978
f/b/o Mary Lee
Sparks
10/27/98 J** 100,000 D 310,965 I By Trust named
for Benjamin
Iverson Lumpkin
created under
the Mary Green
Lumpkin Gallo
Trust Agreement
dated
December 29,
1989
10/27/98 J** 100,000 D 310,965 I By Trust named
for Elizabeth
Arabella Lumpkin
created under
the Mary Green
Lumpkin Gallo
Trust Agreement
dated
December 29,
1989
10/27/98 J** 100,000 (2) A 100,000 (2) I By Benjamin I.
Lumpkin 1998
NIM-CRUT dated
October 27, 1998
<PAGE>
5.
Amount
of 6.
Secur- Owner-
ities ship
Benefi- Form:
1. 2. cially Direct 7.
Title Trans- Owned at (D) or Nature of
of action 3. 4. Securities End of Indirect Indirect
Security Date Transaction Acquired (A) or Month (I) Beneficial
(Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership
3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 4) 4) (Instr. 4)
------- --------- ----------- ------------------------------- -------- -------- ----------
Code V Amount (A)or(D) Price
10/27/98 J** 100,000 (3) A 100,000 (3) I By Elizabeth L.
Celio 1998 NIM-
CRUT dated
October 27, 1998
311,127 (4) D
48,328 (5) I By Benjamin
Iverson Lumpkin
Holdback Trust
under Richard
Anthony Lumpkin
1993 Grantor
Retained Annuity
Trust
48,328 (5) I By Elizabeth A.
Lumpkin Holdback
Trust under
Richard Anthony
Lumpkin 1993
Grantor Retained
Annuity Trust
55,088 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
9/5/80 f/b/o
Benjamin Iverson
Lumpkin
55,088 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
9/5/80 f/b/o
Elizabeth
Arabella Lumpkin
<PAGE>
5.
Amount
of 6.
Secur- Owner-
ities ship
Benefi- Form:
1. 2. cially Direct 7.
Title Trans- Owned at (D) or Nature of
of action 3. 4. Securities End of Indirect Indirect
Security Date Transaction Acquired (A) or Month (I) Beneficial
(Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership
3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 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
Benjamin Iverson
Lumpkin dated
April 20, 1990
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>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
10.
9. Owner-
Number ship
2. of Form of
Conver- 5. Deriva- Deriva-
sion Number of tive tive
1. or Deriva- 7. 8. Secur- Secur-
Title Exer- tive Secu- 6. Title Price ities ity:
of cise 3. rities Date and of Benefici- Direct
Deri- Price Trans- 4. Acquired Exercis- Amount Deriva- ally (D) 11.
vative of action Trans- (A) or able and of Under- tive Owned at or Nature
Secur- Deriva- Date action Disposed Expir- lying Secur- End of Indir- of Indirect
ity tive (Month/ Code of (D) ation Date Securities ity Month ect (I) Beneficial
(Instr. Secur- Day/ (Instr. (Instr. 3, (Month/ (Instr. 3 (Instr. (Instr. (Instr. Ownership
3) ity Year) 8) 4 & 5) Day/Year) & 4) 5) 4) 4) (Instr. 4)
------- ------ -------- ------ ---------- ------------- ----------------- -------- -------- ------- -----------
Code V (A) (D) Date
Exer- Expir- Amount or
cis- ation Number of
able Date Title Shares
---- -- --------- ------ ------ ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $35.25 (2) 9/25/07 Class A 40,000 40,000 D
Stock Common
Option Stock
(right to
buy) (2)
Employee $34.50 (3) 12/22/07 Class A 5,000 5,000 D
Stock Common
Option Stock
(right to
buy) (3)
</TABLE>
Explanation of Responses:
*Explanation of Transaction Code J - Other Acquisition or
Disposition: See footnote (1) below.
**Explanation of Transaction Code J - Other Acquisition or
Disposition: On October 27, 1998, shares of Common Stock were
distributed by various trusts created under the Mary Green Gallo Trust
Agreement dated December 29, 1989, and were immediately contributed to
one or more newly created charitable remainder unitrusts, as
identified in Table I or the footnotes to Table I.
<PAGE>
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 note, the
securities shown in Table I are beneficially owned for purposes of
Rule 16a-1(a)(2) by Richard A. Lumpkin.
(1) On September 11, 1998, Richard A. Lumpkin and Christina S.
Duncan resigned as trustees under the Trust Agreement dated
May 13, 1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and
Steven L. Grissom became the trustees of that trust. As a
result, the shares are no longer beneficially owned for
purposes of Rule 16a-1(a)(2) by Mr. Lumpkin.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Benjamin I. Lumpkin. These shares were distributed to
Benjamin I. Lumpkin on October 27, 1998 from the Trust named
for Benjamin Iverson Lumpkin created under the Mary Green
Gallo Trust Agreement dated December 29, 1989, and were
immediately contributed to the Benjamin I. Lumpkin 1998 NIM-
CRUT dated October 27, 1998. These shares are not subject
to Mr. Lumpkin's agreement with the other members of the
13(d) group referred to in Item 6 above.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Elizabeth L. Celio. These shares were distributed to
Elizabeth L. Celio on October 27, 1998 from the Trust named
for Elizabeth Arabella Lumpkin created under the Mary Green
Gallo Trust Agreement dated December 29, 1989, and were
immediately contributed to the Elizabeth L. Celio 1998 NIM-
CRUT dated October 27, 1998. These shares are not subject
to Ms. Celio's agreement with the other members of the 13(d)
group referred to in Item 6 above.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by Gail
Gawthrop Lumpkin and Richard A. Lumpkin.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Richard A. Lumpkin, Benjamin I. Lumpkin and Elizabeth L.
Celio.
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.
(2) The employee stock option dated 12/3/97 vests in four equal
annual installments beginning on September 25, 1998.
(3) The employee stock option dated 12/22/97 vests in four equal
annual installments beginning on December 22, 1998.
<PAGE>
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
DATE: November 9, 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: October 1998
Signature: Gail Gawthrop Lumpkin
JOINT FILER INFORMATION:
Name: Benjamin I. Lumpkin
Address: 1316 West Howard St., #1, Chicago, Illinois 60626
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Benjamin I. Lumpkin
JOINT FILER INFORMATION:
Name: Elizabeth L. Celio
Address: 815 Columbian, Oak Park, Illinois 60302
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Elizabeth L. Celio
<PAGE>
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