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 [ [NYSE/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)
01/10/2007

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)

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⁾	01/10/2007⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		J			6,000,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	06/16/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	6,000,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	Anschutz Company⁽⁶⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	01/10/2007⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		J			18,500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	07/16/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	18,500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	Anschutz Company⁽⁶⁾
Contract⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	01/10/2007⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		J			18,500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	08/16/2010⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	18,500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	Anschutz Company⁽⁶⁾

Explanation of Responses:

1. On January 10, 2007, Anschutz Company entered into forward sale contracts (the "Contracts") that relate to an aggregate of 43,000,000 shares of common stock. During the period of the Contracts, Anschutz Company will retain ownership of all shares, including voting rights. Each Contract provides that Anschutz Company will deliver, on the dates specified in the Contract, an aggregate number of shares of common stock equal to the product of (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Average Exchange Rate, which will be determined as follows:

2. The Average Exchange Rate will equal the arithmetic average of the 10 Exchange Rates corresponding to each of the 10 trading days ending on the relevant Expiration Date (as set forth in Column 6 of Table II of this Form 4 under "Expiration Date,") subject to extension if certain trading disruptions occur.

3. (a) If the volume weighted average price (the "Settlement Price") of the common stock on any such trading day is less than or equal to $8.10 per share (the "Forward Floor Price"), the Exchange Rate in respect of such trading day will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $10.125 per share (the "Forward Cap Price"), the Exchange Rate in respect of such trading day 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 in respect of such trading day 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.

4. The "Base Amount" for each of the Expiration Dates is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares."

5. In consideration therefor, Anschutz Company will receive an aggregate prepayment amount of approximately $297,277,300. In addition, under the formula in footnotes 2 and 3 above, under each of the Contracts Anschutz Company will receive the first 25% of price appreciation in the common stock above $8.10 per share.

6. Philip F. Anschutz is the owner of 100% of the outstanding capital stockof Anschutz Company, which is the registered owner of the securities indicated.

Remarks:

	Thomas A. Richardson, Attorney in Fact	01/12/2007
	** 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).
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