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^*

Dunne Ronan

(Last)

(First)

(Middle)

VERIZON COMMUNICATIONS INC.

1095 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018

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 and President VZW

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	4,381	D
Common Stock	47	I	By 401(k)

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	4,883	⁽¹⁾	I	By Deferred Compensation Plan
Restricted Stock Units - 2016-2018 Award Cycle	⁽²⁾	⁽²⁾	Common Stock	56,391	⁽²⁾	D
Restricted Stock Units - 2017-2020 Award Cycle	⁽³⁾	⁽³⁾	Common Stock	23,569	⁽³⁾	D
Special Restricted Stock Units - 2017-2020 Award Cycle	⁽⁴⁾	⁽⁴⁾	Common Stock	41,045	⁽⁴⁾	D
Restricted Stock Units - 2018-2021 Award Cycle	⁽⁵⁾	⁽⁵⁾	Common Stock	35,594	⁽⁵⁾	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 17,134.112 units held as of August 1, 2018.

2. Each Restricted Stock Unit (RSU) represents the right to receive an amount payable in cash equal to the economic equivalent of one share of common stock, plus accrued dividends, on the applicable vesting date. Subject to the terms of the RSU Agreement, the RSUs will vest in two equal installments on September 19, 2018 and September 19, 2019, respectively.

3. Each RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date the RSU vests, unless deferred into the reporting person's deferred compensation plan account at the election of the reporting person. Subject to the terms of the RSU Agreement, the RSUs will vest in two equal installments on March 3, 2019 and March 3, 2020, respectively.

4. Each Special RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest on December 31, 2020.

5. Each RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest in three equal annual installments beginning March 6, 2019.

Remarks:

	William L. Horton, Jr., Attorney-in-fact for Ronan Dunne	08/08/2018
	** 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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