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:
October 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-
Securities ship Form:
2. Transaction Beneficially Direct (D)
1. Title of Date 3. Transaction 4. Securities Acquired Owned at End or Indirect 7. Nature of Indirect
Security (Month/ Code (A) or Disposed of (D) of Month (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 1,012 (1) D
Common Stock
143,832 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
143,832 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
143,832 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
143,832 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
393,356 D
664,418 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.
5. 9. Owner-
Number Number ship
of of Form of
2. Deriva- Deriva- Deriva-
Conver- tive tive tive 11.
sion or Secur- Secur- Secur- Nature
Exer- ities ities ity: of In-
cise 3. Acquired 8. Benefi- Direct direct
1. Price Trans- 4. (A) or 6. 7. Price of cially (D) or Bene-
Title of action Trans- Disposed Date Exer- Title and Deriva- Owned at In- ficial
of Deri- Deriva- Date action of (D) cisable and Amount of tive End of direct Owner-
vative tive (Month/ Code (Instr. Expiration Date Underlying Security Month (I) ship
Security Secur- Day/ (Instr. 3, 4 (Month/Day/ Securities (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) 8) & 5) Year) (Instr. 3 & 4) 5) 4) 4) 4)
---------- ------ ------ ------- -------- -------------- -------------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V A D Date Expir- Title Amount or
---- - - - Exer- ation ----- Number of
cisable Date Shares
------- ------ ---------
Employee 12.25 09/24/97 (1) 09/24/07 Class A 50,000 44,000 D
Stock Option Common
(right to Stock
buy) (1)
Employee 12.125 10/12/98 (2) 10/12/08 Class A 10,000 10,000 D
Stock Option Common
(right to Stock
buy) (2)
Employee 14.875 12/31/98 (3) 12/31/08 Class A 10,000 10,000 D
Stock Option Common
(right to Stock
buy) (3)
Call Option 27.50 04/13/99 S 10 04/13/99 10/16/99 Class A 1,000 $3.75 0 D
(Obligation Common
to Sell) Stock
Call Option 27.50 10/15/99 P 10 10/15/99 10/16/99 Class A 1,000 $14.25 0 D
(Obligation Common
to Buy) Stock
</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 which began 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: November 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: October 1999
Signature: Steven L. Grissom