SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GERKE THOMAS A (Last) (First) (Middle) 5454 W 110TH STREET (Street) OVERLAND PARK KS 66211 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Embarq CORP [ EQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2009
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2009		D		64,038.7818(1)	D	$0.00	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	07/01/2009		D			74,792(2)	(2)	(2)	Common Stock	74,792	$0.00	0	D
Restricted Stock Units	$0.00	07/01/2009		D			11,021(3)	(3)	(3)	Common Stock	11,021	$0.00	0	D
Restricted Stock Units	$0.00	07/01/2009		D			45,080(4)	(4)	(4)	Common Stock	45,080	$0.00	0	D
NQ Stock Option	$91.38	07/01/2009		D			2,152(5)	(5)	01/03/2010	Common Stock	2,152	$0.00	0	D
NQ Stock Option	$91.38	07/01/2009		D			1,883(6)	(6)	01/24/2010	Common Stock	1,883	$0.00	0	D
NQ Stock Option	$91.38	07/01/2009		D			345(7)	(7)	02/08/2010	Common Stock	345	$0.00	0	D
NQ Stock Option	$91.38	07/01/2009		D			8,621(8)	(8)	05/11/2011	Common Stock	8,621	$0.00	0	D
NQ Stock Option	$46.09	07/01/2009		D			2,638(9)	(9)	02/11/2012	Common Stock	2,638	$0.00	0	D
NQ Stock Option	$48.1	07/01/2009		D			2,654(10)	(10)	02/19/2012	Common Stock	2,654	$0.00	0	D
NQ Stock Option	$48.1	07/01/2009		D			9,495(11)	(11)	03/27/2013	Common Stock	9,495	$0.00	0	D
NQ Stock Option	$33.86	07/01/2009		D			4,237(12)	(12)	02/10/2014	Common Stock	4,237	$0.00	0	D
NQ Stock Option	$33.34	07/01/2009		D			8,474(13)	(13)	02/10/2014	Common Stock	8,474	$0.00	0	D
NQ Stock Option	$49.72	07/01/2009		D			49,292(14)	(14)	02/08/2015	Common Stock	49,292	$0.00	0	D
NQ Stock Option	$45.06	07/01/2009		D			69,565(15)	(15)	02/07/2016	Common Stock	69,565	$0.00	0	D
NQ Stock Option	$56.43	07/01/2009		D			36,069(16)	(16)	02/22/2017	Common Stock	36,069	$0.00	0	D
NQ Stock Option	$41.94	07/01/2009		D			95,338(17)	(17)	03/02/2018	Common Stock	95,338	$0.00	0	D
NQ Stock Option	$91.38	07/01/2009		D			672(18)	(18)	08/07/2010	Common Stock	672	$0.00	0	D

Explanation of Responses:

1. Exchanged for 87,732 shares of CenturyTel common stock plus cash in lieu of 1.1311 shares in two separate accounts.

2. This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27,2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 102,466 units with the same vesting schedule.

3. A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 27,677 units with the same remaining vesting schedule, but with no further performance adjustment.

4. A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 73,494 units with the same remaining vesting schedule, but with no further performance adjustment.

5. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,948 shares of CenturyTel common stock for $66.71 per share.

6. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,579 shares of CenturyTel common stock for $66.71 per share.

7. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 472 shares of CenturyTel common stock for $66.71 per share.

8. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 11,809 shares of CenturyTel common stock for $66.71 per share.

9. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,614 shares of CenturyTel common stock for $33.65 per share.

10. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,635 shares of CenturyTel common stock for $35.11 per share.

11. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 13,007 shares of CenturyTel common stock for $35.11 per share.

12. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,804 shares of CenturyTel common stock for $24.72 per share.

13. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 11,609 shares of CenturyTel common stock for $24.34 per share.

14. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 67,530 shares of CenturyTel common stock for $36.30 per share.

15. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 95,304 shares of CenturyTel common stock for $32.90 per share.

16. This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2008, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 49,414 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.

17. This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 130,613 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule.

18. This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 920 shares of CenturyTel common stock for $66.71 per share.

Remarks:

Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award ("RSU) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share.

	Kay Buchart, attorney-in-fact	07/06/2009
	** Signature of Reporting Person	Date
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