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:
December 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
5. Amount of 6. Owner-
Securities ship Form:
2. Trans- Beneficially Direct (D)
1. Title action 3. Trans- 4. Securities Owned at End or In-
of Date action Acquired (A) or of Month direct 7. Nature of Indirect
Security (Month/ Code Disposed of (D) (Instr. 3 (I) Beneficial 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
---- - ------ -------- -----
Class A 12/22/00 M 128,952 A $5.875 D
Common
Stock
12/22/00 M 15,000 A $5.750 D
12/22/00 M 59,994 A $4.958 D
12/27/00 M 7,500 A $5.750 D
12/31/00 M 59,994 A $4.958 271,440 D
2,284,303 I By Richard Anthony
Lumpkin 1990 Personal
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-
Securities ship Form:
2. Trans- Beneficially Direct (D)
1. Title action 3. Trans- 4. Securities Owned at End or In-
of Date action Acquired (A) or of Month direct 7. Nature of Indirect
Security (Month/ Code Disposed of (D) (Instr. 3 (I) Beneficial 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
---- - ------ -------- -----
327,828 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated September
5, 1980 for the benefit
of Elizabeth L. Celio
327,828 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated September
5, 1980 for the benefit
of Benjamin I. Lumpkin
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
1,852,832 I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
May 13, 1978
27,300 D(1)
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 Deriv- Deriv-
of Deriv- ative ative 11.
1. 2. Con- ative 8. Secur- Secur- Nature
Title version Secur- Price ities ity: of In-
of or 3. ities of Benefi- Direct direct
Deriv- Exer- Trans- Acquired 7. Title and Deriv- cially (D) or Benefi-
ative cise action 4. Trans- (A) or Amount of ative Owned at In- cial
Secur- Price of Date action Disposed 6. Date Underlying Secur- End of direct Owner-
ity Deriv- (Month/ Code of (D) Exercisable and Securities ity Month (I) ship
(Instr. ative Day/ (Instr. (Instr. 3, Expiration Date (Instr. (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) (Month/Day/Year) 3 and 4) 5) 4) 4) 4)
------- -------- ------ --------- ---------- ---------------- -------------- ------- -------- ------- ------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
---- - --- --- ---- ------ ----- --------
Em- $5.875 12/22/00 M 128,952 (1) 9/25/07 Class A 128,952 111,048 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $5.75 12/22/00 M 15,000 (2) 12/22/07 Class A 15,000 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $5.75 12/27/00 M 7,500 (2) 12/22/07 Class A 7,500 7,500 D
ployee Common
Stock Stock
Option
(right
to buy)
10.
Owner-
9. ship
Number of Form of
5. Number Deriv- Deriv-
of Deriv- ative ative 11.
1. 2. Con- ative 8. Secur- Secur- Nature
Title version Secur- Price ities ity: of In-
of or 3. ities of Benefi- Direct direct
Deriv- Exer- Trans- Acquired 7. Title and Deriv- cially (D) or Benefi-
ative cise action 4. Trans- (A) or Amount of ative Owned at In- cial
Secur- Price of Date action Disposed 6. Date Underlying Secur- End of direct Owner-
ity Deriv- (Month/ Code of (D) Exercisable and Securities ity Month (I) ship
(Instr. ative Day/ (Instr. (Instr. 3, Expiration Date (Instr. (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) (Month/Day/Year) 3 and 4) 5) 4) 4) 4)
------- -------- ------ --------- ---------- ---------------- --------------- ------- -------- ------- ------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
---- - --- --- ---- ------- ------ ---------
Em- $4.958 12/22/00 M 59,994 (3) 12/31/08 Class A 59,994 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $4.958 12/31/00 M 59,994 (3) 12/31/08 Class A 59,994 120,012 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $17.521 (4) 1/7/10 Class A 75,000 75,000 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $4.083 (5) 9/24/07 Class A 94,500 94,500 D
ployee Common
Stock Stock
Option
(right
to buy)
10.
Owner-
9. ship
Number of Form of
5. Number Deriv- Deriv-
of Deriv- ative ative 11.
1. 2. Con- ative 8. Secur- Secur- Nature
Title version Secur- Price ities ity: of In-
of or 3. ities of Benefi- Direct direct
Deriv- Exer- Trans- Acquired 7. Title and Deriv- cially (D) or Benefi-
ative cise action 4. Trans- (A) or Amount of ative Owned at In- cial
Secur- Price of Date action Disposed 6. Date Underlying Secur- End of direct Owner-
ity Deriv- (Month/ Code of (D) Exercisable and Securities ity Month (I) ship
(Instr. ative Day/ (Instr. (Instr. 3, Expiration Date (Instr. (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) (Month/Day/Year) 3 and 4) 5) 4) 4) 4)
------- -------- ------ --------- ---------- ---------------- --------------- ------- -------- ------- ------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
---- - --- --- ---- ------ ----- ---------
Em- $4.042 (6) 12/22/07 Class A 22,500 15,000 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $4.958 (7) 12/31/08 Class A 22,500 22,500 D
ployee Common
Stock Stock
Option
(right
to buy)
Em- $20.458 (8) 4/21/10 Class A 15,000 15,000 D
ployee Common
Stock Stock
Option
(right
to buy)
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) 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: January 10, 2001
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: December, 2000
Signature: Steven L. Grissom
Individually and as trustee of the
Personal Income Trusts