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^*

WEST MARY E

(Last)

(First)

(Middle)

WEST CORPORATION

11808 MIRACLE HILLS DRIVE

(Street)

OMAHA

68154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEST CORP [ WSTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Vice Chairman/Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2006

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)
Common Stock	10/24/2006		D		33,724,863	D	⁽¹⁾	5,837,500	D⁽²⁾
Common Stock	10/24/2006		D		5,837,500	D	⁽³⁾	0	D⁽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)
Stock Units	⁽⁵⁾	10/24/2006		D			22,156.3346	⁽⁵⁾	⁽⁵⁾	Common Stock	22,156.3346	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Omaha Acquisition Corp in exchange for a cash payment of $42.83 per share.

2. These shares were held by Gary and Mary West in joint tenancy with right of survivorship. Voting power of these shares was shared between them.

3. Disposed of pursuant to merger agreement between issuer and Omaha Acquistion Corp in exchange for (i) 10,000,805 shares of the surviving corporation's Class A common stock and 1,250,100.625 shares of the surviving corporation's Class L common stock issued to Gary West and (ii) 10,000,805 shares of the surviving corporation's Class A common stock and 1,250,100.625 shares of the surviving corporation's Class L common stock issued to Mary West, based on the $42.83 per share merger consideration.

4. 5,437,500 of these shares were held by Gary and Mary West in joint tenancy with right of survivorship. Voting power of these shares was shared between them. Both Gary and Mary West held 200,000 shares individually.

5. 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/ Mary E. West	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).
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