| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QWEST COMMUNICATIONS INTERNATIONAL INC [ Q ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/01/2011 | D | 2,102,516 | D | (1) | 0 | D | |||
| Common Stock | 04/01/2011 | D | 3,931 | D | (2) | 0 | I | By 401(k) plan(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee stock option (right to buy) | $5.1 | 04/01/2011 | D | 228,880 | (4) | 06/03/2012 | Common Stock | 228,880 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $5.08 | 04/01/2011 | D | 25,000 | (5) | 06/04/2012 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $6.15 | 04/01/2011 | D | 213,000 | (6) | 02/16/2016 | Common Stock | 213,000 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $8.52 | 04/01/2011 | D | 211,000 | (7) | 03/05/2017 | Common Stock | 211,000 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $5.32 | 04/01/2011 | D | 311,000 | (8) | 03/05/2018 | Common Stock | 311,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to merger agreement between the issuer, CenturyTel, Inc. (n/k/a CenturyLink, Inc.) ("CenturyLink") and SB44 Acquisition Company in exchange for 349,858 shares of CenturyLink common stock having a market value of $41.55 at the time of the merger. |
| 2. Disposed of pursuant to merger agreement between the issuer, CenturyLink and SB44 Acquisition Company in exchange for 654 shares of CenturyLink common stock having a market value of $41.55 at the time of the merger. |
| 3. Based on plan holdings as of April 1, 2011. |
| 4. The options, which were fully vested, were assumed by CenturyLink in the merger and replaced with options to purchase an aggregate of 38,085 shares of CenturyLink common stock at an exercise price of $30.65 per share. |
| 5. The option, which was fully vested, was assumed by CenturyLink in the merger and replaced with an option to purchase 4,160 shares of CenturyLink common stock at an exercise price of $30.53 per share. |
| 6. The option, which was fully vested, was assumed by CenturyLink in the merger and replaced with an option to purchase 35,443 shares of CenturyLink common stock at an exercise price of $36.96 per share. |
| 7. The option, which was fully vested, was assumed by CenturyLink in the merger and replaced with an option to purchase 35,110 shares of CenturyLink common stock at an exercise price of $51.21 per share. |
| 8. The option, which was fully vested, was assumed by CenturyLink in the merger and replaced with an option to purchase 51,750 shares of CenturyLink common stock at an exercise price of $31.98 per share. |
| Remarks: |
| /s/ Jennifer A. D'Alessandro, as attorney-in-fact | 04/04/2011 | |
| ** 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 4 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||