TDS Files 13D/A Amendment

TL;DR

TDS filed a 13D/A amendment, likely an administrative update on ownership.

AI Summary

On July 3, 2024, Telephone & Data Systems, Inc. (TDS) filed an amendment (Amendment No. 10) to its Schedule 13D. This filing relates to the company's common shares and is an update to previous filings concerning beneficial ownership. The filing does not disclose specific new holdings or changes in control, but rather serves as an administrative update to existing information.

Why It Matters

This filing is an administrative update to a Schedule 13D, indicating ongoing reporting requirements for significant beneficial owners of Telephone & Data Systems, Inc. common stock.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing and does not appear to introduce new material information or significant changes in ownership.

Key Players & Entities

• TELEPHONE & DATA SYSTEMS INC (company) — Subject Company
• VOTING TRUST 1989 (company) — Filing Party

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Shares ($0.01 par value) (Title of Class of Securiti
• $4.4 billion — to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain d
• $18.31 — on Shares at a per share price equal to $18.31 during the past 60 days). (ii) On May

Filing Documents

• tdsvotingtrustjuly202413-d.htm (SC 13D/A) — 80KB
• 0000913115-24-000006.txt ( ) — 81KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Shares of the Issuer. The principal executive office of the Issuer is located at 30 North LaSalle, Suite 4000, Chicago, Illinois 60602.

Identity and Background

Item 2. Identity and Background . This Amendment No. 10 to Schedule 13D is being filed by the trustees (the "Trustees") of the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement Dated as of June 30, 1989 (the "Voting Trust"), concerning their direct and indirect beneficial ownership of Common Shares. The following sets forth Items 2(a) through 2(f) for each filing person. Voting Trust . The Voting Trust is organized under Delaware law. The principal business address of the Voting Trust is co Walter C. D. Carlson, Telephone and Data Systems, Inc., 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. Trustees . This Amendment No. 10 is filed to reflect that effective July 1, 2024, the term of LeRoy T. Carlson, Jr. as trustee expired and he is not a trustee, and that Anthony J.M. Carlson has been elected as trustee. The information required under paragraphs (a) — (c) and (f) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference. The following is information required under paragraphs (d) and (e) for all filing persons. (d) During the last five years, neither the Voting Trust nor any of the Trustees identified in Appendix A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Voting Trust nor any of the Trustees thereof identified in Appendix A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . This Amendment No. 10 to Schedule 13D is filed to reflect that effective July 1, 2024, the term of LeRoy T. Carlson, Jr. as trustee expired and he is not a trustee, and that Anthony J.M. Carlson has been elected as trustee, and not because of an acquisition of additional securities. The information in Item 4 below is incorporated by reference herein.

Purpose of Transaction

Item 4. Purpose of Transaction . On May 24, 2024, the Issuer and its majority-owned subsidiary, United States Cellular Corporation ("UScellular") entered into a securities purchase agreement, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain debt, subject to certain potential adjustments (the "Securities Purchase Agreement"), as further described in Issuer's Form 8-K filed with the Securities and Exchange Commission on May 28, 2024. Such Form 8-K also provides additional information regarding the Securities Purchase Agreement, as well as certain other ancillary agreements. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed as an exhibit to Amendment No. 9 to this Schedule 13D dated May 29, 2024. The Issuer and the Trustees have jointly filed an amendment to Schedule 13D on May 29, 2024, relating to the securities of UScellular owned by the Issuer and the Trustees. Such amendment is not incorporated herein by reference. Except as disclosed or incorporated by reference herein, the Voting Trust does not have any current intention, plan or proposal with respect to any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer. If and to the extent that UScellular remains a publicly-traded company, the Trustees intend that TDS maintain the ability to keep or dispose of the voting control of UScellular. The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) As of the end of the trading day on July 1, 2024, pu rsuant to Rule 13d-3(d)(1)(i), the Voting Trust and each of the Trustees may be deemed to beneficially own an aggregate of 6,304,201 Common Shares, and 7,214,653 Series A Common Shares held by the Voting Trust that are convertible into 7,214,653 Common Shares. See Appendix B for additional Common Shares beneficially owned by each of the Trustees. (b) The following information is provided with respect to the shares held by the Voting Trust. See Appendix B for information with respect to other shares beneficially owned by each of the Trustees. (i) Sole Power to Vote or Direct the Vote None. (ii) Shared Power to Vote or Direct the Vote The Voting Trust is the direct beneficial owner of Common Shares and Series A Common Shares that are convertible on a share-for-share basis into Common Shares. The Voting Trust may be deemed to hold approximately 95.7% of the outstanding Series A Common Shares of the Issuer and approximately 5.9% of the outstanding Common Shares of the Issuer for a combined total of approximately 11.9% of the Issuer's outstanding classes of capital stock and approximately 56.8% of the voting power on an aggregate basis. The holders of Common Shares are entitled to elect four of the current eleven directors of the Issuer. The Trustees hold 5.9% of the voting power in the election of such four directors. In addition, the holders of Common Shares have votes per share that float in matters other than the election of directors. The Common Shares held by the Voting Trust represent approximately 2.6% of the combined voting power in matters other than the election of directors. The holders of Series A Common Shares are entitled to elect seven of the current eleven directors of the Issuer. The reporting persons hold 95.7% of the voting power in the election of such seven directors. The Series A Common Shares also have ten votes per share in matter

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . The Voting Trust was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information contained in Item 5(b)(ii) above is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . None. 5 JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(k), to the joint filing of all Schedules 13D andor Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date July 3, 2024 TRUSTEES OF AMENDMENT AND RESTATEMENT (DATED AS OF APRIL 22, 2005) OF VOTING TRUST UNDER AGREEMENT DATED AS OF JUNE 30, 1989 s Walter C. D. Carlson Walter C. D. Carlson s Letitia G. Carlson, M.D. Letitia G. Carlson, M.D. s Prudence E. Carlson Prudence E. Carlson s Anthony J.M. Carlson Anthony J.M. Carlson 6 APPENDIX A Trustees of the Voting Trust (I) (a) Name Walter C. D. Carlson (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Senior Counsel of the law firm of Sidley Austin LLP (see above for address) (f) Citizenship United States (II) (a) Name Letitia G. Carlson, M.D. (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Physician and Clinical Professor at George Washington University Medical Faculty (see above for address) (f) Citizenship United States (III) (a) Name Prudence E. Carlson (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Writer, art critic and art consultant (see above for address) (f) Citizenship United States (IV) (a) Name Anthony J.M. Carlson (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Senior Director Growth Marketing Strategy and Execution at UScellular (f) Citizenship United States 7 APPENDIX B Name Number of Common Shares Beneficially Owned As of July 1, 2024 Percent of Class of Common Shares Walter C. D. Carlson 246,205 (1) * Letitia G. Carlson, M.D. 216,539 (2)

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View this SC 13D/A filing on SEC EDGAR