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:
February 2000
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
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ----------- ----------
Code V Amount (A)or(D) Price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 02/24/00 M 500 A $12.25 D (1)
Common Stock
02/24/00 S 500 D 87.25 D (1)
02/25/00 M 500 A 12.25 D (1)
02/25/00 S 500 D 90.00 6,600 D (1)
02/01/00 S 1,900 D 70.12 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/02/00 S 1,700 D 70.05 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/03/00 S 1,515 D 70.08 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/04/00 S 2,505 D 71.40 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/07/00 S 2,260 D 70.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/14/00 S 2,620 D $70.90 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/16/00 S 8,180 D 77.91 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/17/00 S 6,820 D 79.74 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/18/00 S 6,843 D 83.98 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/18/00 S 2,500 D 87.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/23/00 S 1,875 D 86.00 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/24/00 S 5,000 D 86.85 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/25/00 S 5,000 D $89.23 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/28/00 S 6,250 D 89.41 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/29/00 S 1,250 D 89.00 75,614 (2) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
02/01/00 S 1,900 D 70.12 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/02/00 S 1,700 D 70.05 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/03/00 S 1,515 D 70.08 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/04/00 S 2,505 D $71.40 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/07/00 S 2,260 D 70.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/14/00 S 2,620 D 70.90 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/16/00 S 8,180 D 77.91 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/17/00 S 6,820 D 79.74 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/18/00 S 6,843 D 83.98 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/18/00 S 2,500 D 87.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/23/00 S 1,875 D $86.00 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/24/00 S 5,000 D 86.85 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/25/00 S 5,000 D 89.23 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/28/00 S 6,250 D 89.41 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/29/00 S 1,250 D 89.00 75,614 (2) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
02/01/00 S 1,900 D 70.12 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/02/00 S 1,700 D 70.05 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/03/00 S 1,515 D $70.08 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/04/00 S 2,505 D 71.40 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/07/00 S 2,260 D 70.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/14/00 S 2,620 D 70.90 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/16/00 S 8,180 D 77.91 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/17/00 S 6,820 D 79.74 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/18/00 S 6,843 D 83.98 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/18/00 S 2,500 D $87.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/23/00 S 1,875 D 86.00 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/24/00 S 5,000 D 86.85 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/25/00 S 5,000 D 89.23 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/28/00 S 6,250 D 89.41 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/29/00 S 1,250 D 89.00 75,614 (2) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
02/01/00 S 1,900 D 70.12 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/02/00 S 1,700 D $70.05 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/03/00 S 1,515 D 70.08 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/04/00 S 2,505 D 71.40 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/07/00 S 2,260 D 70.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/14/00 S 2,620 D 70.90 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/16/00 S 8,180 D 77.91 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/17/00 S 6,820 D 79.74 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
5. Amount of
Securities 6. Owner-
2. Trans- Beneficially ship Form: 7. Nature
1. Title action 4. Securities Owned at End Direct (D) of Indirect
of Date 3. Trans- Acquired (A) or of Month or Indirect Beneficial
Security (Month / action Code Disposed of (D) (Instr. 3 (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
02/18/00 S 6,843 D $83.98 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/18/00 S 2,500 D 87.13 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/23/00 S 1,875 D 86.00 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/24/00 S 5,000 D 86.85 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/25/00 S 5,000 D 89.23 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/28/00 S 6,250 D 89.41 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
02/29/00 S 1,250 D 89.00 75,614 (2) 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>
9. 10.
5. Number Owner-
Number of ship
of Deriv- Deriv- Form of 11.
ative ative Deriva- Nature
1. Securi- 8. Secur- tive of
Title 2. ties Price ities Secur- Indir-
of Conver- 3. Acquired of Benefi- ity: ect
Deri- sion or Trans- 4. (A) or Deriv- cially Direct Benefi-
vative Exercise action Trans- Disposed 7. Title and ative Owned at (D) or cial
Secur- Price of Date action of (D) 6. Date Amount of Secur- End of Indirect Owner-
ity Deriva- (Month/ Code (Instr. Exercisable and 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)
------- -------- ------ ------- -------- ---------------- ----------------- ------- ------- -------- -------
Code V A D Date Expir- Title Amount or
Exer- ation Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Em- 12.25 02/24/00 M 500 (1) 9/24/07 Class A D
ployee Common
Stock Stock
Option
(right
to buy)
(1)
Em- 12.25 02/25/00 M 500 (1) 9/24/07 Class A 33,000 D
ployee Common
Stock Stock
Option
(right
to buy)
(1)
Em- 12.125 (2) Class A 7,500 D
ployee Common
Stock Stock
Option
(right
to buy)
(2)
9. 10.
5. Number Owner-
Number of ship
of Deriv- Deriv- Form of 11.
ative ative Deriva- Nature
1. Securi- 8. Secur- tive of
Title 2. ties Price ities Secur- Indir-
of Conver- 3. Acquired of Benefi- ity: ect
Deri- sion or Trans- 4. (A) or Deriv- cially Direct Benefi-
vative Exercise action Trans- Disposed 7. Title and ative Owned at (D) or cial
Secur- Price of Date action of (D) 6. Date Amount of Secur- End of Indirect Owner-
ity Deriva- (Month/ Code (Instr. Exercisable and 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)
------- -------- ------ ------- -------- ---------------- ----------------- ------- ------- -------- -------
Code V A D Date Expir- Title Amount or
Exer- ation Number of
cisable Date Shares
Em- 14.875 (3) Class A 7,500 D
ployee Common
Stock Stock
Option
(right
to buy)
(3)
</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.
(2) Effective February 6, 2000, Mary Lee Sparks was delegated
investment and voting powers for shares held by this trust.
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
Individually and as trustee of
the Mary Lee Sparks Trust, dated
May 13, 1978
By: Steven L. Grissom
Attorney in Fact
Dated: March __, 2000
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: February 2000
Signature: Steven L. Grissom
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: February 2000
Signature: Steven L. Grissom
As trustee of the
Personal Income Trusts