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:
March 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
action 4. Securities Acquired Beneficially Direct (D) Indirect
1. Title of Date 3. Trans- (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 and 5) (Instr. 3 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 617,630 I By Trust named
Common for Elizabeth L.
Stock Celio created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
617,630 I By Trust named
for Benjamin I.
Lumpkin created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
109,276 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Elizabeth L.
Celio
109,276 I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Benjamin I.
Lumpkin
6. Owner-
5. Amount of ship
2. Trans- Securities Form: 7. Nature of
action 4. Securities Acquired Beneficially Direct (D) Indirect
1. Title of Date 3. Trans- (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 and 5) (Instr. 3 and 4) (Instr. 4) (Instr. 4)
------------ --------- ----------- -------------------- ---------------- ---------- ------------
Code V Amount (A)or(D) Price
---- - ------ -------- ----
814,278(1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Elizabeth
Arabella Lumpkin
dated April 20,
1990
814,278 (1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Benjamin Iverson
Lumpkin dated
April 20, 1990
622,254(2) I By Gail G.
Lumpkin Trust
dated December
14, 1985
3,644 I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated
February 6, 1970
</TABLE>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
10.
9. Owner-
Number ship
2. 5. of Form of
Conver- Number Deri- Deriva-
sion of Deriv- vative tive 11.
or ative Securi- Security Nature
1. Exer- Secur- 7. 8. ties : of In-
Title cise 3. ties 6. Title Price Benefi- Direct direct
of Price Trans- 4. Acquired (A) Date and of cially (D) Bene-
Deriva- of action Trans- or Exercisable Amount of Deriva- Owned at or In- ficial
tive Deri- Date action Disposed and Expir- Underlying tive End of direct Owner-
Secur- vative (Month/ Code of (D) ation Date Securities Security Month (I) ship
ity Secur- Day/ (Instr. (Instr. 3, (Month/ (Instr. 3 (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) 8) 4 and 5) Day/ Year) and 4) 5) 4) 4) 4)
--------- ------- ------ ------- ---------- ---------- ---------- ------ ------ ------- -------
Amount
Date or
Exer- Expir- Number
cis- ation of
Code V (A) (D) able Date Title Shares
---- - --- --- ---- ------ ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $17.625 (1) 9/25/07 Class A 80,000 80,000 D
Stock Option Common
(right to Stock
buy) (1)
Employee $17.25 (2) 12/22/07 Class A 10,000 10,000 D
Stock Option Common
(right to Stock
buy) (2)
Employee $14.875 (3) 12/31/08 Class A 80,000 80,000 D
Stock Option Common
(right to Stock
buy) (3)
Employee $52.563 25,000 (4) 1/7/10 Class A 25,000 25,000 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 and Gail
Gawthrop Lumpkin are members 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) Effective March 16, 2000, Gail G. Lumpkin's 622,254 shares
of McLeodUSA were transferred to the Gail G. Lumpkin Trust
dated December 14, 1985. Until her death on March 17, 2000,
she was the trustee of the trust. Subsequent to her death,
Richard A. Lumpkin became the trustee.
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 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 December 31, 1998 vests in
four equal annual installments beginning on December 31,
1999.
(4) The employee stock option dated January 7, 2000 vests in
full on January 7, 2003.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
By: Steven L. Grissom
Attorney in Fact
DATE: April __, 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: March 2000
Signature: Steven L. Grissom
As trustee of the
Personal Income Trusts