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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:
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:
January 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 6.
Securities Owner- 7.
2. Beneficially ship Form: Nature of
1. Transaction 3. 4. Owned at End Direct (D) Indirect
Title of Date Transaction Securities Acquired (A) or of Month or Indirect Beneficial
Security (Month/ 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 01/03/00 M 1,588 A $14.175 D (1)
Common
Stock
01/14/00 S 1,000 D $80.00 D (1)
01/24/00 M 500 A $12.25 D (1)
01/24/00 S 500 D $82.06 6,600 D (1)
131,832 I By Mary Lee
Sparks 1990
Personal Income
Trust for the
Benefit of John
Woodruff Sparks
dated April 20,
1990
131,832 I By Mary Lee
Sparks 1990
Personal Income
Trust for the
Benefit of Anne
Romayne Sparks
dated April 20,
1990
131,832 I By Mary Lee
Sparks 1990
Personal Income
Trust for the
Benefit of
Barbara Lee
Sparks dated
April 20, 1990
5.
Amount of 6.
Securities Owner- 7.
2. Beneficially ship Form: Nature of
1. Transaction 3. 4. Owned at End Direct (D) Indirect
Title of Date Transaction Securities Acquired (A) or of Month or Indirect Beneficial
Security (Month/ 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
---- --- ------ -------- -----
131,832 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>
10.
9. Owner-
Number ship
of Form of
5. Deriva- Deriva- 11.
Number tive tive Nature
of Deriv- Securi- Securi- of
1. ative Se- ties ty: Indi-
Title 2. 3. curities 8. Benefi- Direct rect
of Conversion Trans- Acquired 6. 7. Price of cially (D) Bene-
Deriva- or action 4. Trans- (A) or Date Exer- Title and Deriva- Owned at or ficial
tive Exercise Date action Disposed cisable and Amount of tive End of Indirect Owner-
Security Price of (Month/ Code of (D) Expiration Underlying Security Month (I) ship
(Instr. Derivative Day/ (Instr. (Instr. 3, Date Securities (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) (Month/Day/Year) (Instr. 3 and 4) 5) 4) 4) 4)
-------- ---------- ------- --------- ---------- ---------------- ---------------- -------- ------- -------- ------
Amount
or
Date Expir- Number
Exer- ation of
Code V A D cisable Date Title Shares
---- --- --- --- ------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $12.25 01/24/00 M 500 (1) 09/24/07 Class A 34,000 D
Stock Common
Option Stock
(right
to buy)
(1)
Employee $12.125 Class A 7,500 D
Stock Common
Option Stock
(right
to buy)
(2)
7,500 D
Employee $14.875 Class A
Stock Common
Option Stock
(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.
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: February 8, 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: January, 2000
Signature: Steven L. Grissom
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