| 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
WEST CORP [ WSTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/24/2006 | ||||||||||||||||||||||||||
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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 | 10/24/2006 | D | 1,000 | D | (1) | 50 | I | By son | ||
| Common Stock | 10/24/2006 | D | 50 | D | (2) | 0 | I | By daughter | ||
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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 (Rt to Buy) | $9.69 | 10/24/2006 | D | 4,000 | (3) | 12/14/2008 | Common Stock | 4,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $8 | 10/24/2006 | D | 4,000 | (3) | 05/12/2009 | Common Stock | 4,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $21.13 | 10/24/2006 | D | 5,000 | (3) | 05/10/2010 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $26.01 | 10/24/2006 | D | 5,000 | (3) | 05/15/2011 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $26.14 | 10/24/2006 | D | 5,000 | (3) | 05/15/2012 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $25.6 | 10/24/2006 | D | 5,000 | (3) | 05/15/2013 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $25.32 | 10/24/2006 | D | 5,000 | (3) | 05/13/2014 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $35.91 | 10/24/2006 | D | 10,000 | (3) | 06/10/2015 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Employee Stock Option (Rt to Buy) | $45.41 | 10/24/2006 | D | 10,000 | (3) | 05/11/2016 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock Units | (4) | 10/24/2006 | D | 8,504.6582 | (4) | (4) | Common Stock | 8,504.6582 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents 1,000 shares held by Mr. Sloma?s son. Such shares were disposed of pursuant to merger agreement between issuer and Omaha Acquisition Corp in exchange for a cash payment of $48.75 per share. |
| 2. Represents 50 shares held by Mr. Sloma?s daughter. Such shares were disposed of pursuant to merger agreement between issuer and Omaha Acquisition Corp in exchange for a cash payment of $48.75 per share. |
| 3. This option became exercisable in full upon consummation of the merger and was cancelled in the merger in exchange for a cash payment per share equal to the excess of $48.75 over the exercise price of the option. |
| 4. Stock units under West Corporation's Nonqualified Deferred Compensation Plan represent units credited to the filing person's deferred compensation account which are measured by the value of West Common Stock. Pursuant to the terms of the original award, the stock units were to be settled, subject to a minimum holding period, upon the earlier of the date elected by the participant or such participant's termination date. The stock units were converted into units with an underlying value measured by mutual funds selected by the filing person. |
| Remarks: |
| /s/ Gregory T. Sloma | 10/26/2006 | |
| ** 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. | ||