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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:
September 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: 7. Nature
action 4. Securities Beneficially Direct of Indirect
1. Title of Date 3. Trans- Acquired (A) or Owned at End (D) or In- Beneficial
Security (Month/ action Code Disposed of (D) of Month direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) (Instr. 3 and 4) (Instr. 4) (Instr. 4)
------------ --------- ----------- ------------------- ---------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V Amount (A) or (D) Price
---- - ------ ---------- -----
Class A. 09/23/99 M 1000 A $12.25 D (1)
Common Stock
09/23/99 S 1000 D 36.50 D (1)
9/27/99 M 2000 A 12.25 D (1)
9/27/99 S 2000 D 37.25 D (1)
9/30/99 M 400 A 12.25 D (1)
9/30/99 S 400 D 40.38 D (1)
9/30/99 M 600 A 12.25 D (1)
9/30/99 S 600 D 40.50 1,012 (1) D
143,832 (2) I By Mary Lee
Sparks 1990
Personal
Income Trust
for the
Benefit of
John
Woodruff
Sparks dated
April 20,
1990
143,832 (2) I By Mary Lee
Sparks 1990
Personal
Income Trust
for the
Benefit of
Anne Romayne
Sparks dated
April 20,
1990
5. Amount of 6. Owner-
2. Trans- Securities ship Form: 7. Nature
action 4. Securities Beneficially Direct of Indirect
1. Title of Date 3. Trans- Acquired (A) or Owned at End (D) or In- Beneficial
Security (Month/ action Code Disposed of (D) of Month direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) (Instr. 3 and 4) (Instr. 4) (Instr. 4)
------------ --------- ----------- ------------------- ---------------- ---------- ------------
Code V Amount (A) or (D) Price
---- - ------ ---------- -----
143,832 (2) I By Mary Lee
Sparks 1990
Personal
Income Trust
for the
Benefit of
Barbara Lee
Sparks dated
April 20,
1990
143,832 (2) I By Mary Lee
Sparks 1990
Personal
Income Trust
for the
Benefit of
Christina
Louise
Sparks dated
April 20,
1990
393,356 (3) D
664,418(4) 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>
9. 10.
5. Number Owner-
Number of of ship
Deriva- Deriv- Form of
tive ative Deriv- 11.
1. Securi- 8. Secur- ative Nature
Title 2. ties Price ities Secur- of
of Conver- 3. Acquired of Benefi- ity: Indirect
Deriv- sion or Trans- 4. (A) or Deriv- cially Direct Benefi-
ative Exercise action Trans- Disposed ative Owned at (D) or cial
Secur- Price of Date action of (D) 6. Date 7. Title and Secur- End of Indirect Owner-
ity Deriva- (Month/ Code (Instr. Exercisable and Amount of Underlying ity Month (I) ship
(Instr. tive Day/ (Instr. 3, 4 and Expiration Date Securities (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 5) (Month/Day/Year) (Instr. 3 and 4) 5) 4) 4) 4)
------ -------- ----- ------ -------- ---------------- ---------------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Date Expir- Amount or
Exer- ation Number of
Code V A D cisable Date Title Shares
---- ---- -- ------- ----- ----- ---------
Em- $12.25(2) 9/23/99 M 1,000 (1) 9/24/08 Class A 50,000(2) D
ployee Common
Stock Stock
Option
(right
to buy)
(1)
Em- 12.25(2) 9/27/99 M 2,000 (1) 9/24/08 Class A 50,000(2) D
ployee Common
Stock Stock
Option
(right
to buy)
(1)
Em- 12.25(2) 9/30/99 M 1,000 (1) 9/24/08 Class A 50,000(2) 44,000 D
ployee Common
Stock Stock
Option
(right
to buy)
(1)
Em- 12/22/97 (3) 10/12/09 Class A 10,000(4) 10,000 D
ployee 12.125(4) Common
Stock Stock
Option
(right
to buy)
(3)
9. 10.
5. Number Owner-
Number of of ship
Deriva- Deriv- Form of
tive ative Deriv- 11.
1. Securi- 8. Secur- ative Nature
Title 2. ties Price ities Secur- of
of Conver- 3. Acquired of Benefi- ity: Indirect
Deriv- sion or Trans- 4. (A) or Deriv- cially Direct Benefi-
ative Exercise action Trans- Disposed ative Owned at (D) or cial
Secur- Price of Date action of (D) 6. Date 7. Title and Secur- End of Indirect Owner-
ity Deriva- (Month/ Code (Instr. Exercisable and Amount of Underlying ity Month (I) ship
(Instr. tive Day/ (Instr. 3, 4 and Expiration Date Securities (Instr.(Instr. (Instr. (Instr.
3) Security Year) 8) 5) (Month/Day/Year) (Instr. 3 and 4) 5) 4) 4) 4)
------ -------- ----- ------ -------- ---------------- ---------------- --------------- -------- -------
Date Expir- Amount or
Exer- ation Number of
Code V A D cisable Date Title Shares
---- ---- -- ------- ----- ----- ---------
Em- 12/31/98 (5) 12/31/08 Class A 10,000(6) 10,000 D
ployee 14.875(6) Common
Stock Stock
Option
(right
to buy)
(5)
Call 27.50(7) 04/13/99 S 10 04/13/99 10/16/99 Class A 1,000(7) $3.75 0 D
Option Common
(Obli- Stock
gation
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. On July 26, 1999, the common stock of McLeodUSA
Incorporated split 2-for-1, resulting in the reporting
person's acquisition of 506 additional shares of common
stock.
(2) On July 26, 1999, the common stock of McLeodUSA Incorporated
split 2-for-1, resulting in the reporting person's
acquisition of 71,916 additional shares of common stock.
(3) On July 26, 1999, the common stock of McLeodUSA Incorporated
split 2-for-1, resulting in the reporting person's
acquisition of 196,678 additional shares of common stock.
(4) On July 26, 1999, the common stock of McLeodUSA Incorporated
split 2-for-1, resulting in the reporting person's
acquisition of 332,209 additional shares of common stock.
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) This option was previously reported as covering 25,000
shares at an exercise price of $24.50 per share, but was
adjusted to reflect a stock split on July 26, 1999.
(3) The employee stock option dated 12/22/97 vests in four equal
annual installments beginning on October 12, 1999.
(4) This option was previously reported as covering 5,000 shares
at an exercise price of $24.25 per share, but was adjusted
to reflect a stock split on July 26, 1999.
(5) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(6) This option was previously reported as covering 5,000 shares
at an exercise price of $29.75 per share, but was adjusted
to reflect a stock split on July 26, 1999.
(7) These ten options were previously reported as 5 options
covering 500 shares at an exercise price of $55.00 per
share, with a premium of $7.50, but were adjusted to reflect
a stock split on July 26, 1999.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks
By: Steven L. Grissom
Attorney in Fact
Dated: October 7, 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: September 1999
Signature: Steven L. Grissom
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