-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SE+NKxXcQN/ZQO0WPuG/CtErcA+NjXtWm5yPZoJ3uoe4PCp41JVYx2gIpMQT85Y5 x6Kc8ml9Sm/yY+jW9wA0kw== 0001235110-09-000229.txt : 20091023 0001235110-09-000229.hdr.sgml : 20091023 20091023124555 ACCESSION NUMBER: 0001235110-09-000229 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091021 FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANSCHUTZ PHILIP F CENTRAL INDEX KEY: 0000944423 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 091134069 MAIL ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH ST STREET 2: C/O ANSCHUTZ CO STE 2400 CITY: DENVER STATE: CO ZIP: 80202 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-10-21 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC Q 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Common Stock 2009-10-21 4 J 1 10000000 D 195378000 I By Anschutz Company Common Stock 17200000 I By Anschutz Family Investment Company LLC Contract 2009-10-21 4 J 1 10000000 0 D 2009-10-16 Common Stock 10000000 0 I By Anschutz Company On October 21, 2009, Anschutz Company settled a forward sale contract (the "Contract") that was entered into on June 21, 2006 with an unaffiliated third party purchaser that relates to an aggregate of 10,000,000 shares of common stock (entry into the Contract has been previously disclosed on Form 4, date of earliest transaction required to be reported June 21, 2006) by delivery to the purchaser of 10,000,000 shares of common stock. The Contract provides that Anschutz Company will deliver to the purchaser on one settlement cycle following October 16, 2009 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows: (a) If the volume weighted average price (the "Settlement Price") of the common stock on the five trading days ending on October 16, 2009 is less than or equal to $7.5970 (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 $10.6358 (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. In consideration for entering into the Contract, Anschutz Company received an aggregate prepayment amount of approximately $62,295,400. 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 were subject to adjustment depending on the nature of the transaction. Anschutz Company pledged 10,000,000 shares of common stock (the "Pledged Shares") to secure its obligations under the Contract. On October 16, 2009 (the Valuation Date), the Settlement Price was $3.7204. Anschutz Company transferred to the purchaser 10,000,000 of the Pledged Shares by the Settlement Date. Philip F. Anschutz owns 100% of the capital stock of Anschutz Company. Anschutz Company is the registered owner of the securities indicated. Anschutz Company is the manager and one percent owner of Anschutz Family Investment Company LLC, which is the registered owner of the securities indicated. /s/ Robert M. Swysgood, as attorney-in-fact 2009-10-23 -----END PRIVACY-ENHANCED MESSAGE-----