SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WALDEN MARNI M

(Last)

(First)

(Middle)

VERIZON COMMUNICATIONS INC.

140 WEST STREET, 29TH FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2014

3. Issuer Name and Ticker or Trading Symbol
VERIZON COMMUNICATIONS INC [ VZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres-Prod&New Bus Innov

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,278	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock (unitized)	⁽¹⁾	⁽¹⁾	Common Stock	45,899	⁽¹⁾	I	By Deferred Compensation Plan
Restricted Stock Units - 2012 - 14 Award Cycle	⁽²⁾	⁽²⁾	Common Stock	28,236	⁽²⁾	D
Chairman's Restricted Stock Units - 2012 - 16 Award Cycle	⁽³⁾	⁽³⁾	Common Stock	59,230	⁽³⁾	D
Restricted Stock Units - 2013 - 15 Award Cycle	⁽⁴⁾	⁽⁴⁾	Common Stock	22,394	⁽⁴⁾	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash. The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan. The number of shares is based upon 160,722.76 units held as of February 21, 2014.

2. Each Restricted Stock Unit (RSU) represents the right to receive one share of common stock, plus accrued dividends in the form of stock, upon vesting. Subject to the terms of the Restricted Stock Unit Agreement, each RSU will vest on December 31, 2014.

3. Each Restricted Stock Unit (RSU) represents the right to receive one share of common stock, plus accrued dividends in the form of stock, upon vesting. Subject to the terms of the Restricted Stock Unit Agreement, each RSU will vest on December 12, 2016.

4. Each Restricted Stock Unit (RSU) represents the right to receive one share of common stock, plus accrued dividends in the form of stock, upon vesting. Subject to the terms of the Restricted Stock Unit Agreement, each RSU will vest on Decemer 31, 2015.

Remarks:

	William L. Horton, Jr. attorney-in-fact for Marni M. Walden	02/25/2014
	** 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 5 (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.
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