0001209191-17-059237.txt : 20171103 0001209191-17-059237.hdr.sgml : 20171103 20171103170800 ACCESSION NUMBER: 0001209191-17-059237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171101 FILED AS OF DATE: 20171103 DATE AS OF CHANGE: 20171103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STOREY JEFFREY K CENTRAL INDEX KEY: 0001214653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07784 FILM NUMBER: 171177356 MAIL ADDRESS: STREET 1: LEVEL 3 COMMUNICATIONS STREET 2: 1025 ELDORADO BLVD. CITY: BROOMFIELD STATE: CO ZIP: 80021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYLINK, INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURYLINK DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURYLINK DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTURYTEL INC DATE OF NAME CHANGE: 19990602 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-01 0 0000018926 CENTURYLINK, INC CTL 0001214653 STOREY JEFFREY K C/O CENTURYLINK, INC. 100 CENTURYLINK DRIVE MONROE LA 71203 1 1 0 0 President & COO Common Stock 2017-11-01 4 A 0 846264 A 846264 D Common Stock 2017-11-01 4 A 0 1038814 A 1885078 D Common Stock 2017-11-01 4 A 0 542590 0.00 A 2427668 D Common Stock 2017-11-01 4 A 0 4722 A 4722 I By 401(k) On November 1, 2017, the Issuer acquired Level 3 Communications, Inc. ("Level 3" and such acquisition, the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Level 3, Wildcat Merger Sub I LLC and WWG Merger Sub LLC. Upon the Effective Time (as defined in the Merger Agreement), each outstanding Level 3 common share held by the Reporting Person was converted into the right to receive (a) $26.50 in cash, without interest, and (b) 1.4286 shares of the Issuer's common stock, with cash paid in lieu of fractional shares. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding Level 3 restricted stock unit award held by the Reporting Person was converted into a restricted stock unit award (the "RSUs") relating to a number of shares of the Issuer's common stock (rounded up to the nearest whole share) equal to the product of (a) 2.8386 (the Equity Award Exchange Ratio, calculated as provided in the Merger Agreement) multiplied by (b) the number of Level 3 common shares subject to the award immediately prior to the Effective Time. Pursuant to an agreement between the Issuer and the Reporting Person, 875,432 of the RSUs were fully vested immediately following the Merger, although they will continue pay out in accordance with their original payout schedule. Represents a grant of restricted stock (40% time-based and 60% performance-based) that will vest on February 1, 2019, with payout on the performance-based portion ranging between 0-200% depending upon the extent to which the performance metric is achieved. /s/ Hope M. Spencer as Attorney-in-Fact for Jeffrey K. Storey 2017-11-03