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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:
November 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>
5. Amount of 6. Owner-
1. Title 2. Tran- Securities ship Form:
of saction 3. Trans- Beneficially Direct (D)
Secur- Date action Owned at End or
ity (Month/ Code 4. Securities Acquired (A) of Month Indirect 7. Nature of Indirect
(Instr. Day/ (Instr. or Disposed of (D)(Instr. (Instr. 3 (I) Beneficial Ownership
3) Year) 8) 3, 4 and 5) 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 2,284,303 I By Richard Anthony
Common Lumpkin 1990 Personal
Stock Income Trust for the
Benefit of Elizabeth L.
Celio dated April 20,
1990
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
5. Amount of 6. Owner-
1. Title 2. Tran- Securities ship Form:
of saction 3. Trans- Beneficially Direct (D)
Secur- Date action Owned at End or
ity (Month/ Code 4. Securities Acquired (A) of Month Indirect 7. Nature of Indirect
(Instr. Day/ (Instr. or Disposed of (D)(Instr. (Instr. 3 (I) Beneficial Ownership
3) Year) 8) 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
------- -------- --------- -------------------------- ----------- ---------- --------------------
Code V Amount (A)or(D) Price
---- - ------ -------- -----
327,828 I By Richard Adamson
Lumpkin Grand-
children's Trust dated
September 5, 1980 for
the benefit of
Elizabeth L. Celio
327,828 I By Richard Adamson
Lumpkin Grand-
children's Trust dated
September 5, 1980 for
the benefit of Benjamin
I. Lumpkin
11/29/00 G(1) V 1,852,832 D 0 I By Gail G. Lumpkin
Trust dated December
14, 1985
13,930 I By Gail G. Lumpkin 1998
QTIP Trust, dated
September 15, 1998
10,932 I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
February 6, 1970
11/29/00 G(1) 1,852,832 A 1,852,832 I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
May 13, 1978
27,300 D(2)
</TABLE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
10.
Owner-
9. ship
Number of Form of
5. Number Deriva- Deriva-
2. of Deri- tive tive 11.
Conver- vative 6. Date Secu- Secu- Nature
1. sion Secur- Exer- rities rity: of In-
Title of or Exer- 3. ities cisable 8. Price Benefi- Direct direct
Deriva- cise Trans- Acquired and of cially (D) or Bene-
tive Price of action 4. Trans- (A) or Expira- 7. Title and Deriva- Owned at In- ficial
Secur- Deriva- Date action Disposed tion Amount of tive End of direct Owner-
ity tive (Month/ Code of (D) Date Underlying Security Month (I) ship
(Instr. Secu- Day/ (Instr. (Instr. 3, (Month/Day/ Securities (Instr. (Instr. (Instr. (Instr.
3) rity Year) 8) 4 & 5 Year) (Instr. 3 and 4) 5) 4) 4) 4)
------- ----- ----- ----- ---------- ----------- ---------------- ------- ------ -------- ------
Code V (A) (D) Date Title Amount or
---- - --- --- Exer- Expir- ----- Number of
cis- ation Shares
able Date ---------
----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $5.875 (1) 09/25/07 Class A 240,000 240,000 D
Stock Common
Option Stock
(right
to buy)
Employee $5.75 (2) 12/22/07 Class A 30,000 30,000 D
Stock Common
Option Stock
(right
to buy)
Employee $4.95 (3) 12/31/08 Class A 240,000 240,000 D
Stock Common
Option Stock
(right
to buy)
Employee $17.521 (4) 01/07/10 Class A 75,000 75,000 D
Stock Common
Option Stock
(right
to buy)
10.
Owner-
9. ship
Number of Form of
5. Number Deriva- Deriva-
2. of Deri- tive tive 11.
Conver- vative 6. Date Secu- Secu- Nature
1. sion Secur- Exer- rities rity: of In-
Title of or Exer- 3. ities cisable 8. Price Benefi- Direct direct
Deriva- cise Trans- Acquired and of cially (D) or Bene-
tive Price of action 4. Trans- (A) or Expira- 7. Title and Deriva- Owned at In- ficial
Secur- Deriva- Date action Disposed tion Amount of tive End of direct Owner-
ity tive (Month/ Code of (D) Date Underlying Security Month (I) ship
(Instr. Secu- Day/ (Instr. (Instr. 3, (Month/Day/ Securities (Instr. (Instr. (Instr. (Instr.
3) rity Year) 8) 4 & 5 Year) (Instr. 3 and 4) 5) 4) 4) 4)
------- ----- ----- ----- ---------- ----------- ---------------- ------- ------ -------- ------
Code V (A) (D) Date Title Amount or
---- - --- --- Exer- Expir- ----- Number of
cis- ation Shares
able Date ---------
----- -----
Employee $4.08 (5) 09/24/07 Class A 94,500 94,500 D
Stock Common
Option Stock
(right
to buy)
Employee $4.042 (6) 12/22/07 Class A 22,500 15,000 D
Stock Common
Option Stock
(right
to buy)
Employee $4.958 (7) 12/31/08 Class A 22,500 22,500 D
Stock Common
Option Stock
(right
to buy)
Employee $20.458 (8) 04/21/10 Class A 15,000 15,000 D
Stock Common
Option Stock
(right
to 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) Transfer of MCLD common stock to the Richard Anthony Lumpkin
Trust dated May 13, 1978. The Reporting Person is a trustee
and beneficiary of this 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: December 11, 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: November 2000
Signature: Steven L. Grissom
Individually and as trustee of the
Personal Income Trusts
U:\Edgar\Beard\Form4.WPD
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