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^*

EUTENEUER JOSEPH J

(Last)

(First)

(Middle)

QWEST COMMUNICATIONS INTERNATIONAL INC.

1801 CALIFORNIA, SUITE 5200

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QWEST COMMUNICATIONS INTERNATIONAL INC [ Q ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2009

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	03/05/2009		A		378,000⁽¹⁾	A	$0	873,827⁽²⁾	D
Common Stock								597	I	By 401(k) plan⁽³⁾

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)
Performance shares	⁽⁴⁾	03/05/2009		A		462,000		⁽⁵⁾	⁽⁶⁾	Common Stock	462,000	$0	462,000	D

Explanation of Responses:

1. The award vests in three equal annual installments beginning on March 5, 2010. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

2. Includes Employee Stock Purchase Plan purchases through March 1, 2009.

3. Based on plan holdings as of March 1, 2009.

4. Each performance share represents a contingent right to receive one share of Qwest common stock.

5. The performance shares will vest on March 4, 2012, if the reporting person remains employed by us over the performance period (except in the case of death, disability or an involuntary termination without cause or for good reason within two years of a change in control). The performance period begins on March 5, 2009, and ends on the earlier of March 4, 2012, or a change in control. Payout under the performance shares can range from 0% to 200% depending on our relative total shareholder return ("TSR") over the performance period as compared to a group of our peers in the telecommunications industry. TSR is measured generally as the increase or decrease in the market value of common stock including the reinvestment of dividends. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

6. The award will be forfeited upon a termination of employment for any reason other than death, disability or an involuntary termination without cause or for good reason within two years of a change

Remarks:

	/s/ Jennifer A. D'Alessandro, as attorney-in-fact	03/06/2009
	** 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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