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:
June 1999
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
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
5. Amount of 6. Owner-
2. Trans- Securities ship Form:
action 4. Securities Beneficially Direct
1. Title of Date 3. Trans- Acquired (A) or Owned at End (D) or In- 7. Nature of Indirect
Security (Month/ action Code Disposed of (D) of Month direct (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) (Instr. 3 & 4) (Instr. 4) (Instr. 4)
----------- --------- ----------- ----------------- -------------- ---------- ---------------------
Code V Amount (A)or(D) Price
---- - ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 05/03/99 S 900 D 59.94 506(1) D
Common Stock
71,916 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of John
Woodruff Sparks dated
April 20, 1990
71,916 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Anne
Romayne Sparks dated
April 20, 1990
71,916 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Barbara
Lee Sparks dated
April 20, 1990
71,916 I By Mary Lee Sparks 1990
Personal Income Trust for
the Benefit of Christina
Louise Sparks dated
April 20, 1990
196,678 D
332,209 I By Trust Agreement dated
May 13, 1978 f/b/o
Mary Lee Sparks
</TABLE>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
10.
9. Owner-
5. Number ship
Number of Deri- Form of
2. of Deri- vative Deriva- 11.
1. Conver- vative 6. Securi- tive Nature
Title sion or Securi- Date ties Secur- of In-
of Exer- 3. ties Exer- Benefici- ity: direct
Deriva- cise Trans- Acquired cisable 7. ally Direct Benefi-
tive Price action 4. (A) or and Title and 8. Owned at (D) or cial
Secur- of Date Trans- Disposed Expir- Amount of Price of End of Indirect Owner-
ity Deri- (Month/ action of (D) ation Underlying Derivative Month (I) ship
(Instr. vative Day/ Code (Instr. 3, Date (Month/ Securities Security (Instr. (Instr. (Instr.
3) Security Year) (Instr. 8) 4 & 5) Day/Year) (Instr. 3 & 4) (Instr. 5) 4) 4) 4)
------ -------- ------- -------------------- ------------ -------------- ---------- ------- ------- ------
Code V (A) (D) Date Expir- Title Amount or
---- - --- --- Exer- ation ----- Number of
cis- Date Shares
able ------ ---------
-----
<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $24.50 05/03/99 M 900 (1) 09/24/08 Class A 25,000 24,000 D
Stock Common
Option Stock
(right
to
buy)(1)
Employee 24.25 12/22/97 (2) 10/12/09 Class A 5,000 5,000 D
Stock Common
Option Stock
(right
to
buy)(2)
Employee 29.75 12/31/98 (3) 12/31/08 Class A 5,000 5,000 D
Stock Common
Option Stock
(right
to
buy)(3)
Call 55.00 04/13/99 S 5 4/13/99 10/16/99 Class A 500 $7.50 0 D
Option Common
(Obliga- Stock
tion to
Sell)
</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 Mary Lee Sparks and not by the other joint filer.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Steven L. Grissom. These shares are not subject to Mr. Grissom's
agreement with the other members of the 13(d) group referred to in
Item 6 of the cover page of this Form 4.
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 Steven L. Grissom.
(1) The employee stock option dated 9/24/97 vests in four equal
annual installments which began on September 24, 1998.
(2) The employee stock option dated 12/22/97 vests in four equal
annual installments beginning on October 12, 1999.
(3) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks
By: Steven L. Grissom
Attorney in Fact
Dated: July 9, 1999
JOINT FILER INFORMATION
Name: Steven L. Grissom
Address: 121 South 17th Street, Mattoon, Illinois 61938
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: June 1999
Signature: Steven L. Grissom