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:
May 2001
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
Securities 6. Owner-
Beneficially ship Form:
3. Trans- Owned at End Direct (D)
1. Title of 2. Transaction action 4. Securities Acquired of Month or Indi- 7. Nature of Indirect
Security Date (Month/ Code (A) or Disposed of (D) Instr. 3 rect (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 271,440 D
Common Stock
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
327,828 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated September 5,
1980 for the benefit of
Elizabeth L. Celio
5. Amount of
Securities 6. Owner-
Beneficially ship Form:
3. Trans- Owned at End Direct (D)
1. Title of 2. Transaction action 4. Securities Acquired of Month or Indi- 7. Nature of Indirect
Security Date (Month/ Code (A) or Disposed of (D) Instr. 3 rect (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
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
28,797 D(1)
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
10.
Owner-
9. ship
5. Number Form
2. Number of Deri- of
Conver- of Deriva- 7. vative Deriva-
1. sion or tive 6. Title 8. Securi- tive
Title Exer- Secur- Date and Price ties Secur-
of cise ities Exer- Amount of of Bene- ity:
Deriva- Price 3. Acquired cisable Under- Deriva- ficially Direct 11.
tive of Trans- 4. (A) or and Expi- lying tive Owned at (D) or Nature of
Secur- Deriva- action Trans- Disposed ration Secur- Secur- End of Indi- Indirect
ity tive Date action of (D) Date ities ity Month rect (I) Beneficial
(Instr. Secur- (Month/ Code (Insr. 3, (Month/ (Instr. 3 (Instr. (Instr. (Instr. Ownership
3) ity Day/Year) (Instr. 8) 4 and 5) Day/Year) and 4) 5) 4) 4) (Instr. 4)
------- ------ --------- ---------- ---------- ------------- ---------------- ------- -------- -------- ----------
Code V (A) (D) Date Expir- Title Amount or
---- - --- --- Exer- ation ----- Number of
cis- Date Shares
able ------ ---------
-----
Employee $5.875 (1) 09/25/07 Class A 111,048 111,048 D
Stock Common
Option Stock
(right
to buy)
Employee $5.75 (2) 12/22/07 Class A 7,500 7,500 D
Stock Common
Option Stock
(right
to buy)
Employee $4.958 (3) 12/31/08 Class A 120,012 120,012 D
Stock Common
Option Stock
(right
to buy)
Employee $17.521 (4) 01/07/10 Class A 75,000 75,000 D
Stock Common
Option Stock
(right
to buy)
10.
Owner-
9. ship
5. Number Form
2. Number of Deri- of
Conver- of Deriva- 7. vative Deriva-
1. sion or tive 6. Title 8. Securi- tive
Title Exer- Secur- Date and Price ties Secur-
of cise ities Exer- Amount of of Bene- ity:
Deriva- Price 3. Acquired cisable Under- Deriva- ficially Direct 11.
tive of Trans- 4. (A) or and Expi- lying tive Owned at (D) or Nature of
Secur- Deriva- action Trans- Disposed ration Secur- Secur- End of Indi- Indirect
ity tive Date action of (D) Date ities ity Month rect (I) Beneficial
(Instr. Secur- (Month/ Code (Insr. 3, (Month/ (Instr. 3 (Instr. (Instr. (Instr. Ownership
3) ity Day/Year) (Instr. 8) 4 and 5) Day/Year) and 4) 5) 4) 4) (Instr. 4)
------- ------ --------- ---------- ---------- ------------- ---------------- ------- -------- -------- ----------
Code V (A) (D) Date Expir- Title Amount or
---- - --- --- Exer- ation ----- Number of
cis- Date Shares
able ------ ---------
-----
Employee $6.03 05/07/01 A 22,500 (5) 05/07/11 Class A 22,500 22,500 D
Stock Common
Option Stock
(right
to buy)
Employee $4.083 (6) 09/24/07 Class A 94,500 94,500 D
Stock Common
Option Stock
(right
to buy)
Employee $4.042 (7) 12/22/07 Class A 15,000 15,000 D
Stock Common
Option Stock
(right
to buy)
Employee $4.958 (8) 12/31/08 Class A 22,500 22,500 D
Stock Common
Option Stock
(right
to buy)
Employee $20.458 (9) 04/21/10 Class A 15,000 15,000 D
Stock Common
Option Stock
(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.
(5) The employee stock option dated 5/7/2001 vests in three
installments as follows: 25% on July 1, 2001, 25% on October
1, 2001, and 50% on January 1, 2002.
The following derivative securities shown in Table II are
beneficially owned for purposes of Rule 16a-1(a)(2) by Steven L.
Grissom.
(6) The employee stock option dated 9/24/97 vests in four equal
annual installments which began on September 24, 1998.
(7) The employee stock option dated 12/22/97 vests in four equal
annual installments which began on October 12, 1999.
(8) The employee stock option dated 12/31/98 vests in four equal
annual installments beginning on December 31, 1999.
(9) 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: June 8, 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: May, 2001
Signature: Steven L. Grissom
Individually and as trustee of the
Personal Income Trusts