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Form 5 UNITED STATES CELLULAR For: Dec 31 Filed by: MEYERS KENNETH R

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January 18, 2017 8:22 AM EST
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden
hours per response: 1.0
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person *
MEYERS KENNETH R
(Last) (First) (Middle)
30 N. LASALLE ST. STE. 4000
(Street)
CHICAGO IL 60602
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITED STATES CELLULAR CORP [ USM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Shares             39,281 (7) D  
Common Shares             2,974 (1) I By 401k plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 39.71             (2) 07/31/2023 Common Shares 125,000   125,000 D  
Option (right to buy) $ 41.22             (4) 04/01/2024 Common Shares 164,225   164,225 D  
Option (right to buy) $ 36.42             (4) 04/01/2025 Common Shares 199,075   199,075 D  
Option (righ to buy) $ 45.87             (4) 04/01/2026 Common Shares 206,300   206,300 D  
Restricted Stock Units (6)             (6) 06/22/2019 Common Shares 45,000   45,000 D  
Restricted Stock Units (5)             (5) 04/01/2017 Common Shares 41,764   41,764 D  
Restricted Stock Units (5)             (5) 04/01/2018 Common Shares 53,154   53,164 D  
Restricted Stock Units (5)             (5) 04/01/2019 Common Shares 56,609   56,609 D  
Deferred Compensation (3)             (3)   (3) Common Shares 13,749 (3)   13,749 D  
Explanation of Responses:
1. Voluntary reporting of shares in the TDS 401K. The information is based on a plan statement dated 12/31/16. The number of shares fluctuates and is attributable to the price of the shares on 12/31/16.
2. Scheduled to become exercisable on June 22, 2019
3. Reporting person deferred bonuses pursuant to Long Term Incentive Plan. The match vests ratably at 33%, 33%, 34% over a 3 year period, a total of 12,333 are vested.
4. Options schedule to to become exercisable in annual increments of one-third on April 1 of each year
5. Restricted stock units that become vested on the third annual anniversary
6. Restricted stock units that become vested on June 22, 2019
7. Includes 1,000 shares owned by wife. Reporting person denies beneficial ownership of shares owned by wife.
Julie D. Mathews, by power of atty 01/18/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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