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Previous: DIME BANCORP INC, DEF 14A, 2000-06-12 |
Next: LABORATORY CORP OF AMERICA HOLDINGS, 8-K, 2000-06-12 |
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:
May 2000
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
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
6. Owner-
5. Amount of ship
2. Trans- Securities Form: 7. Nature of
1. Title action 4. Securities Beneficially Direct (D) Indirect
of Date 3. Trans- Acquired (A) or Owned at End or In- Beneficial
Security (Month/ action Code Disposed of (D) of Month direct (I) 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 05/11/2000 S 10,000 D $21.1250 (1) I By Richard Anthony
Common Lumpkin 1990 Personal
Stock Income Trust for the
Benefit of Elizabeth L.
Celio dated April 20,
1990
05/12/2000 S 27,500 D $21.7273 (1) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Elizabeth L.
Celio dated April 20,
1990
05/16/2000 S 5,250 D $22.0000 2,400,084(1)(2) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Elizabeth L.
Celio dated April 20,
1990
05/11/2000 S 10,000 D $21.1250 (1) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Benjamin
Iverson Lumpkin dated
April 20, 1990
05/12/2000 S 27,500 D $21.7273 (1) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Benjamin
Iverson Lumpkin dated
April 20, 1990
6. Owner-
5. Amount of ship
2. Trans- Securities Form: 7. Nature of
1. Title action 4. Securities Beneficially Direct (D) Indirect
of Date 3. Trans- Acquired (A) or Owned at End or In- Beneficial
Security (Month/ action Code Disposed of (D) of Month direct (I) 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
---- - ------ -------- -----
05/16/2000 S 5,250 D $22.0000 2,400,084(1)(2) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Benjamin
Iverson Lumpkin dated
April 20, 1990
1,852,890(3) I By Trust named for
Elizabeth L. Celio
created under the Mary
Green Gallo Trust
Agreement dated
December 29, 1989
1,852,890(3) I By Trust named for
Benjamin I. Lumpkin
created under the Mary
Green Gallo Trust
Agreement dated
December 29, 1989
327,828(4) I By Richard Adamson
Lumpkin Grandchildren's
Trust dated September
5, 1980 for the benefit
of Elizabeth L. Celio
327,828(4) I By Richard Adamson
Lumpkin Grandchildren's
Trust dated September
5, 1980 for the benefit
of Benjamin I. Lumpkin
1,866,762(5) I By Gail G. Lumpkin
Trust dated December
14, 1985
10,932(6) I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
February 6, 1970
19,800(7) D(8)
</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
2. Number of Form of
Conver- of Deriv- Deri- Deriva- 11.
sion ative 6. vative tive Nature
1. or Secur- Date 8. Securi- Secur- of
Title Exer- ities Exer- 7. Price ties ity: In-
of cise 3. Acquired cisable Title of Benefi- Direct direct
Deriva- Price Trans- 4. (A) or and and Deriva- cially (D) Bene-
tive of action Trans- Disposed Expir- Amount of tive Owned at or In- ficial
Secur- Deriva- Date action of (D) ation Underlying Secur- End of direct Owner-
ity tive (Month/ Code (Instr. Date Securities ity Month (I) ship
(Instr. Secur- Day/ (Instr. 3, (Month/ (Instr. (Instr. (Instr. (Instr. (Instr.
3) ity Year) 8) 4 & 5) Day/Year) 3 & 4) 5) 4) 4) 4)
------- ------ ----- ------- ------- --------- --------- ------- ------- ------- ------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
---- --- --- --- ---- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $5.875(1) (2) 09/25/07 Class A 240,000(1) 240,000(1) D
Stock Common
Option Stock
(right to
buy)(2)
Employee $5.75(3) (4) 12/22/07 Class A 30,000(3) 30,000(3) D
Stock Common
Option Stock
(right to
buy)(4)
Employee $4.958(5) (6) 12/31/08 Class A 240,000(5) 240,000(5) D
Stock Common
Option Stock
(right to
buy)(6)
Employee $17.521(7) (8) 01/07/10 Class A 75,000(7) 75,000(7) D
Stock Common
Option Stock
(right to
buy)(8)
10.
9. Owner-
5. Number ship
2. Number of Form of
Conver- of Deriv- Deri- Deriva- 11.
sion ative 6. vative tive Nature
1. or Secur- Date 8. Securi- Secur- of
Title Exer- ities Exer- 7. Price ties ity: In-
of cise 3. Acquired cisable Title of Benefi- Direct direct
Deriva- Price Trans- 4. (A) or and and Deriva- cially (D) Bene-
tive of action Trans- Disposed Expir- Amount of tive Owned at or In- ficial
Secur- Deriva- Date action of (D) ation Underlying Secur- End of direct Owner-
ity tive (Month/ Code (Instr. Date Securities ity Month (I) ship
(Instr. Secur- Day/ (Instr. 3, (Month/ (Instr. (Instr. (Instr. (Instr. (Instr.
3) ity Year) 8) 4 & 5) Day/Year) 3 & 4) 5) 4) 4) 4)
------- ------ ----- ------- ------- --------- --------- ------- ------- ------- ------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
---- --- --- --- ---- ----- ----- ---------
Employee $4.083(9) (10) 09/24/07 Class A 94,500(9) 94,500(9) D
Stock Common
Option Stock
(right to
buy)(10)
Employee (12) 12/22/07 Class A 22,500(11) 22,500(11) D
Stock $4.042(11) Common
Option Stock
(right to
buy)(12)
Employee $4.958(13) (14) 12/31/08 Class A 22,500(13) 22,500(13) D
Stock Common
Option Stock
(right to
buy)(14)
Employee $20.458 4/21/00A 15,000 (15) 04/21/10 Class A 15,000 15,000 D
Stock Common
Option Stock
(right to
buy)(15)
</TABLE>
Explanation of Responses:
Explanation of footnotes to Table I: For purposes of Section
13(d) of the Securities Exchange Act, Richard A. Lumpkin 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) Effective February 7, 2000, the trustees of these two 1990
Personal Income Trusts named Richard A. Lumpkin as agent
with respect to the sale of these shares.
(2) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 1,628,556 additional shares of
common stock.
(3) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 1,235,260 additional shares of
common stock.
(4) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 218,552 additional shares of common
stock.
(5) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 1,244,508 additional shares of
common stock.
(6) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 7,288 additional shares of common
stock.
(7) On April 25, 2000, the common stock of McLeodUSA
Incorporated split 3-for-1, resulting in the reporting
person's acquisition of 13,200 additional shares of common
stock.
(8) 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 following derivative securities shown in Table II are
beneficially owned for purposes of Rule 16a-1(a)(2) by Richard A.
Lumpkin.
(1) This option was previously reported as covering 80,000
shares at an exercise price of $17.625 a share, but was
adjusted to reflect a stock split on April 25, 2000.
(2) The employee stock option dated 12/3/97 vests in four equal
annual installments which began on September 25, 1998.
(3) This option was previously reported as covering 10,000
shares at an exercise price of $17.25 a share, but was
adjusted to reflect a stock split on April 25, 2000.
(4) The employee stock option dated 12/22/97 vests in four equal
annual installments which began on December 22, 1998.
(5) This option was previously reported as covering 80,000
shares at an exercise price of $14.875 a share, but was
adjusted to reflect a stock split on April 25, 2000.
(6) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(7) This option was previously reported as covering 25,000
shares at an exercise price of $52.563 a share, but was
adjusted to reflect a stock split on April 25, 2000.
(8) The employee stock option dated 1/7/2000 vests in full on
January 7, 2003.
The following derivative securities shown in Table II are
beneficially owned for purposes of Rule 16a-1(a)(2) by Steven L.
Grissom.
(9) This option was previously reported as covering 31,500
shares at an exercise price of $12.25 a share, but was
adjusted to reflect a stock split on April 25, 2000.
(10) The employee stock option dated 9/24/97 vests in four equal
annual installments which began on September 24, 1998.
(11) This option was previously reported as covering 7,500 shares
at an exercise price of $12.125 a share, but was adjusted to
reflect a stock split on April 25, 2000.
(12) The employee stock option dated 12/22/97 vests in four equal
annual installments which began on October 12, 1999.
(13) This option was previously reported as covering 7,500 shares
at an exercise price of $14.875 a share, but was adjusted to
reflect a stock split on April 25, 2000.
(14) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(15) The employee stock option dated 04/21/2000 vests in four
equal annual installments beginning on April 21, 2001.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
By: Steven L. Grissom
Attorney in Fact
DATE: June __, 2000
JOINT FILER INFORMATION:
Name: Steven L. Grissom
Address: 121 South 17th Street, Mattoon, Illinois 61938
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: May 2000
Signature: Steven L. Grissom
Individually and as trustee of the
Personal Income Trusts
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