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Previous: CKE RESTAURANTS 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:
Margaret L. Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
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):
( ) 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
<PAGE>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
5.
Amount of 6.
Securities Ownership 7.
2. Beneficially Form: Nature
1. Transaction 3. 4. Owned at End Direct (D) of Indirect
Title of Date Transaction Securities Acquired (A) or of Month or Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- ----------- ----------- ----------------------------- ------------ ----------- -----------
Code V Amount (A)or(D) Price
---- --- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Common 10/27/98 J* 85,000 (1) A 85,000 (1) I By Joseph J. Keon
Stock III 1998 CRUT
dated October 27,
1998
10/27/98 J* 100,000 (2) A 100,000 (2) I By Margaret Lynley
Keon 1998 NIM-CRUT
dated October 27,
1998
10/27/98 J* 100,000 (3) A 100,000 (3) I By Susan K.
DeWyngaert 1998
Spouse CRUT dated
October 27, 1998
10/27/98 J* 100,000 (4) A 100,000 (4) I By Pamela K.
Vitale 1998 Spouse
CRUT dated October
27, 1998
10/27/98 J* 200,000 (5) A 200,000 (5) I By Liese A. Keon
1998 CRUT dated
October 27, 1998
16,057 (6) I By Joseph J. Keon
III Holdback Trust
under the Margaret
L. Keon 1993
Grantor Retained
Annuity Trust
16,057 (6) I By Katherine S.
Keon Holdback
Trust under the
Margaret L. Keon
1993 Grantor
Retained Annuity
Trust
<PAGE>
5.
Amount of 6.
Securities Ownership 7.
2. Beneficially Form: Nature
1. Transaction 3. 4. Owned at End Direct (D) of Indirect
Title of Date Transaction Securities Acquired (A) or of Month or Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- ----------- ----------- ----------------------------- ------------ ----------- -----------
Code V Amount (A)or(D) Price
---- --- ------ -------- -----
16,058 (7) D
16,058 (8) D
16,058 (9) D
16,058 (10) D
508,061 I By Margaret
Lumpkin Keon Trust
dated May 13, 1978
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Joseph John Keon
III dated April
20, 1990
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Katherine Stoddert
Keon dated
April 20, 1990
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Lisa Anne Keon
dated April 20,
1990
<PAGE>
5.
Amount of 6.
Securities Ownership 7.
2. Beneficially Form: Nature
1. Transaction 3. 4. Owned at End Direct (D) of Indirect
Title of Date Transaction Securities Acquired (A) or of Month or Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- ----------- ----------- ------------------------------- ------------ ----------- -----------
Code V Amount (A)or(D) Price
---- --- ------ -------- -----
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Margaret Lynley
Keon dated
April 20, 1990
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Pamela Keon Vitale
dated April 20,
1990
77,337 I By Margaret L.
Keon 1990 Personal
Income Trust for
the Benefit of
Susan Tamara Keon
DeWyngaert dated
April 20, 1990
</TABLE>
<PAGE>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
9.
5. Number of 10.
Number Deriva- Owner- 11.
of Deriv- tive ship Form Nature
ative Se- Securi- of Deriva- of Indi-
2. 3. curities 7. ties tive rect
Conversion Trans- 4. Acquired 6. Title and Benefi- Security: Benefi-
1. or action Trans- (A) or Date Exer- Amount of 8. cially Direct (D) cial
Title of Exercise Date action Disposed cisable and Underlying Price of Owned at or Indi- Owner-
Derivative Price of (Month/ Code of (D) Expiration Securities Derivative End of rect ship
Security Derivative Day/ (Instr. (Instr. 3, Date (Month/ (Instr. 3 Security Month (I) (Instr.
(Instr. 3) Security Year) 8) 4 and 5) Day/Year) and 4) (Instr. 5) (Instr. 4) (Instr. 4) 4)
- ---------- ---------- ------- ------- ---------- ------------ ---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V (A) (D) Date Expir- Title Amount
Exer- ation or
cisable Date Number
of
Shares
------- ----- ----- ------- ------- ----- ------
</TABLE>
Explanation of Responses:
*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 charita-
ble 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 notes, the securities shown in Table
I are beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret L.
Keon and not by any of the other joint filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by Joseph J.
Keon III. These shares were distributed to Joseph J. Keon III on
October 27, 1998 from the Trust named for Joseph J. Keon III
created under the Mary Green Gallo Trust Agreement dated Decem-
ber 29, 1989, and were immediately contributed to the Joseph J.
Keon III 1998 CRUT dated October 27, 1998. These shares are not
subject to Mr. Keon's agreement with the other members of the 13(d)
group referred to in Item 6 above.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret
Lynley Keon. These shares were distributed to Margaret Lynley Keon
on October 27, 1998 from the Trust named for Margaret Lynley Keon
created under the Mary Green Gallo Trust Agreement dated December
29, 1989, and were immediately contributed to the Margaret Lynley
Keon 1998 NIM-CRUT dated October 27, 1998. These shares are not
subject to Ms. Keon'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 Susan K.
DeWyngaert. These shares were distributed to Susan K. DeWyngaert
on October 27, 1998 from the Trust named for Susan K. DeWyngaert
created under the Mary Green Gallo Trust Agreement dated December
29, 1989, and were immediately contributed to the Susan K.
DeWyngaert 1998 Spouse CRUT dated October 27, 1998. These shares
are not subject to Ms. DeWyngaert'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 Pamela K.
Vitale. These shares were distributed to Pamela K. Vitale on
October 27, 1998 from the Trust named for Pamela K. Vitale created
under the Mary Green Gallo Trust Agreement dated December 29, 1989,
and were immediately contributed to the Pamela K. Vitale 1998
Spouse CRUT dated October 27, 1998. These shares are not subject
to Ms. Vitale's agreement with the other members of the 13(d) group
referred to in Item 6 above.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese A.
Keon. These shares were distributed to Liese A. Keon on October
27, 1998 from the Trust named for Liese A. Keon created under
the Mary Green Gallo Trust Agreement dated December 29, 1989,
and were immediately contributed to the Liese A. Keon 1998 CRUT
dated October 27, 1998. These shares are not subject to Ms.
Keon's agreement with the other members of the 13(d) group
referred to in Item 6 above.
(6) Beneficially owned for purposes of Rule 16a-1(a)(2) by Joseph J.
Keon III and Pamela K. Vitale.
<PAGE>
(7) Beneficially owned for purposes of Rule 16a-1(a)(2) by Pamela K.
Vitale.
(8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese A.
Keon.
(9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan T.
DeWyngaert.
(10) Beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret
Lynley Keon.
SIGNATURE OF REPORTING PERSON(S):
Margaret L. Keon
JOINT FILER INFORMATION
Name: Joseph J. Keon III
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill Valley,
California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Joseph J. Keon III
JOINT FILER INFORMATION
Name: Pamela K. Vitale
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill Valley,
California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Pamela K. Vitale
<PAGE>
JOINT FILER INFORMATION
Name: Liese A. Keon
Address: 2868 South Lakeridge Trail, Boulder, Colorado 80302
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Liese A. Keon
JOINT FILER INFORMATION
Name: Susan T. DeWyngaert
Address: 335 South 7th Street, Philadelphia, Pennsylvania 19106
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Susan T. DeWyngaert
<PAGE>
JOINT FILER INFORMATION
Name: Margaret Lynley Keon
Address: 56 Bourne Street, London, England SW1W8J0
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: October 1998
Signature: Margaret Lynley Keon
DATE: November 9, 1998
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