SEC FORM 4

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

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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^*

ANSCHUTZ PHILIP F

(Last)

(First)

(Middle)

555 SEVENTEENTH STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QWEST COMMUNICATIONS INTERNATIONAL INC [ Q ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/21/2009		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		16,000,000	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	213,708,000	I	By Anschutz Company⁽⁶⁾
Common Stock								17,200,000	I	By Anschutz Family Investment Company LLC⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	09/21/2009		J/K			16,000,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	09/16/2009⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	16,000,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	$0	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	By Anschutz Company⁽⁶⁾

Explanation of Responses:

1. On September 21, 2009, Anschutz Company settled a portion of a forward sale contract (the "Contract") that was entered into on October 10, 2006 with an unaffiliated third party purchaser that relates to an aggregate of 80,000,000 shares of common stock (entry into the Contract has been previously disclosed on Form 4, date of earliest transaction required to be reported October 10, 2006) by delivery to the purchaser of 16,000,000 shares of common stock. The Contract provides that Anschutz Company will deliver to the purchaser on each of five days (each such day is referred to herein as a "Settlement Date") a number of shares of common stock (or, at the election of Anschutz Company, an equivalent amount of cash) equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows:

2. If the value weighted average price (the "Settlement Price") of the common stock on the 10 trading days ending on the relevant Valuation Date (as hereinafter defined) is less than or equal to $8.14 (the "Forward Floor Price"), the Exchange Rate will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $9.768 (with respect to settlements occurring in 2009), and $10.175 (with respect to settlements occurring in 2010) (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

3. The "Base Amount" for the first Settlement Date is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares." The Valuation Date for the first Settlement Date is set forth in Column 6 of Table II of this Form 4 under "Expiration Date."

4. In consideration for entering into the Contract, Anschutz Company received an aggregate prepayment amount of approximately $562,400,000. Under the formula described in footnote 2 above, Anschutz Company will retain the first 20% of price appreciation in the common stock above $8.14 per share (with respect to the settlements occurring in 2009) and the first 25% of price appreciation in the common stock above $8.14 per share (with respect to settlements occurring in 2010). In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amounts and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction.

5. Anschutz Company originally pledged 80,000,000 shares of common stock (now 64,000,000 shares of common stock after the settlement) (the "Pledged Shares") to secure its obligations under the Contract. On September 16, 2009 (the Valuation Date), the Settlement Price was $3.5264. Anschutz Company transferred to the purchaser 16,000,000 of the Pledged Shares by the applicable Settlement Date.

6. Philip F. Anschutz owns 100% of the capital stock of Anschutz Company. Anschutz Company is the registered owner of the securities indicated.

7. Anschutz Company is the manager and one percent owner of Anschutz Family Investment Company LLC, which is the registered owner of the securities indicated.

Remarks:

	/s/ Robert M. Swysgood, as attorney-in-fact	09/23/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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