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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:
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:
July 2000
5. If Amendment, Date of Original (Month/Year):
July 2000
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>
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 07/18/2000 S(1) 115,781 D $21.625(1) 2,284,303 I By Richard Anthony
Common Lumpkin 1990
Stock Personal Income
Trust for the
Benefit of
Elizabeth L. Celio
dated April 20,
1990
07/18/2000 S(1) 115, 781 D $21.625(1) 2,284,303 I By Richard Anthony
Lumpkin 1990
Personal Income
Trust for the
Benefit of
Benjamin Iverson
Lumpkin dated
April 20, 1990
1,852,890 I By Trust named for
Elizabeth L. Celio
created under the
Mary Green Gallo
Trust Agreement
dated December 29,
1989
1,852,890 I By Trust named for
Benjamin I.
Lumpkin created
under the Mary
Green Gallo Trust
Agreement dated
December 29, 1989
327,828 I By Richard Adamson
Lumpkin
Grandchildren's
Trust dated
September 5, 1980
for the benefit of
Elizabeth L. Celio
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
327,828 I By Richard Adamson
Lumpkin
Grandchildren's
Trust dated
September 5, 1980
for the benefit of
Benjamin I.
Lumpkin
1,866,762 I By Gail G. Lumpkin
Trust dated
December 14, 1985
10,932 I By Richard Anthony
Lumpkin Trust
under the Trust
Agreement dated
February 6, 1970
19,800 D(2)
</TABLE>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
9. 10.
2. 5. Number Owner-
Conver- Number of ship
sion of Deriv- Deri- Form of 11.
or ative vative Deriva- Nature
1. Exer- Secur- 7. Securi- tive of In-
Title cise 3. ties 6. Title 8. ties Security: direct
of Price Trans- 4. Acquired Date and Price Benefi- Direct Bene-
Deriva- of action Trans- (A) or Exercisable Amount of of cially (D) ficial
tive Deri- Date action Disposed and Expir- Underlying Deriva- Owned at or In- Owner-
Secur- vative (Month/ Code of (D) ation Securities tive End of direct ship
ity Secur- Day/ (Instr. (Instr. 3, Date (Month/ (Instr. 3 Security Month (I) (Instr.
(Instr. 3) ity Year) 8) 4 and 5) Day/ Year) and 4) (Instr. 5) (Instr. 4)(Instr. 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>
Employee $5.875 (1) 9/25/07 Class A 240,000 240,000 D
Stock Option Common
(right to Stock
buy)
Employee $5.75 (2) 12/22/07 Class A 30,000 30,000 D
Stock Option Common
(right to Stock
buy)
Employee $4.958 (3) 12/31/08 Class A 240,000 240,000 D
Stock Option Common
(right to Stock
buy)
Employee $17.521 (4) 1/7/10 Class A 75,000 75,000 D
Stock Option Common
(right to Stock
buy)
Employee $4.083 (5) 9/24/07 Class A 94,500 94,500 D
Stock Option Common
(right to Stock
buy)
Employee $4.042 (6) 12/22/07 Class A 22,500 22,500 D
Stock Option Common
(right to Stock
buy)
Employee $4.958 (7) 12/31/08 Class A 22,500 22,500 D
Stock Option Common
(right to Stock
buy)
Employee $20.458 (8) 4/21/10 Class A 15,000 15,000 D
Stock Option Common
(right to Stock
buy)
</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) The trust contributed MCLD common stock to an exchange fund
in exchange for shares of the exchange fund. The MCLD
common stock was valued at $21.625 for the purpose of
determining the number of shares of the exchange fund
issuable to the trust.
(2) 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) The employee stock option dated 12/3/97 vests in four equal
annual installments which began on September 25, 1998.
(2) The employee stock option dated 12/22/97 vests in four equal
annual installments which began on December 22, 1998.
(3) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(4) 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.
(5) The employee stock option dated 9/24/97 vests in four equal
annual installments which began on September 24, 1998.
(6) The employee stock option dated 12/22/97 vests in four equal
annual installments which began on October 12, 1999.
(7) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(8) The employee stock option dated 4/21/2000 vests in four
equal installments beginning on April 21, 2001.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
By: Steven L. Grissom
Attorney in Fact
DATE: November __, 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: July 2000
Signature: Steven L. Grissom
Individually and as trustee of the
Personal Income Trusts
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