X0303 4 2009-11-12 1 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC Q 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Common Stock 2009-11-12 4 J 1 16000000 D 179378000 I By Anschutz Company Common Stock 2009-11-12 4 J 1 15942777 D 163435223 I By Anschutz Company Common Stock 2009-11-12 4 J 1 18262508 D 145172715 I By Anschutz Company Common Stock 2009-11-12 4 J 1 15922417 D 129250298 I By Anschutz Company Common Stock 2009-11-12 4 J 1 15882033 D 113368265 I By Anschutz Company Common Stock 2009-11-12 4 J 1 14883011 D 98485254 I By Anschutz Company Common Stock 2009-11-12 4 J 1 18181770 D 80303484 I By Anschutz Company Common Stock 2009-11-12 4 J 1 9878740 D 70424744 I By Anschutz Company Common Stock 2009-11-12 4 J 1 5926681 D 64498063 I By Anschutz Company Common Stock 2009-11-12 4 J 1 18261014 D 46237049 I By Anschutz Company Common Stock 2009-11-12 4 J 1 18184726 D 28052323 I By Anschutz Company Common Stock 2009-11-12 4 J 1 20280487 D 7771836 I By Anschutz Company Common Stock 2009-11-12 4 J 1 5970449 D 1801387 I By Anschutz Company Contract 2009-11-12 4 J 1 16000000 0 D 2009-11-16 Common Stock 16000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 16000000 0 D 2009-12-16 Common Stock 16000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 18330000 0 D 2010-01-04 Common Stock 18330000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 16000000 0 D 2010-02-02 Common Stock 16000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 16000000 0 D 2010-03-03 Common Stock 16000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 15000000 0 D 2010-04-16 Common Stock 15000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 18340000 0 D 2010-05-03 Common Stock 18340000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 10000000 0 D 2010-06-16 Common Stock 10000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 6000000 0 D 2010-06-16 Common Stock 6000000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 18500000 0 D 2010-07-16 Common Stock 18500000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 18500000 0 D 2010-08-16 Common Stock 18500000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 20633000 0 D 2010-09-16 Common Stock 20633000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 3736000 0 D Common Stock 3736000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 1561000 0 D Common Stock 1561000 0 I By Anschutz Company Contract 2009-11-12 4 J 1 778000 0 D Common Stock 778000 0 I By Anschutz Company On November 12, 2009, Anschutz Company completed an early settlement of the remaining portions of a forward sale contract (the "October Contract") that was entered into on October 10, 2006 with an unaffiliated third party purchaser that related to an aggregate of 80,000,000 shares of common stock (entry into the October Contract was previously disclosed on Form 4, date of earliest transaction required to be reported October 10, 2006) by delivery to the purchaser of an aggregate of 63,747,227 shares of common stock. The October Contract provided that Anschutz Company would deliver to the purchaser on each of five settlement dates a number of shares of common stock as determined in the October Contract. The first settlement date under the October Contract occurred on September 21, 2009, and 16,000,000 shares were delivered to the purchaser (as previously disclosed on Form 4, date of earliest transaction required to be reported September 21, 2009). In consideration for entering into the October Contract, Anschutz Company received an aggregate prepayment amount of approximately $562,400,000. In addition, Anschutz Company was entitled to retain the first 25% of price appreciation in the common stock above $8.14 per share. Anschutz Company originally pledged 80,000,000 shares of common stock (64,000,000 shares after the September 21, 2009 settlement) to secure its obligations under the October Contract. In connection with the early settlement of the October Contract, Anschutz Company delivered an aggregate of 63,747,227 of the shares pledged (16,000,000; 15,942,777; 15,922,417; and 15,882,033 shares, respectively, for the remaining settlement dates) and retained an aggregate of 252,773 of the shares pledged (0; 57,223; 77,583; and 117,967 shares, respectively, for the remaining settlement dates). Philip F. Anschutz owns 100% of the capital stock of Anschutz Company. Anschutz Company is the registered owner of the securities indicated. On November 12, 2009, Anschutz Company completed an early settlement of the remaining portions of a forward sale contract (the "July Contract") that was entered into on July 10, 2006 with an unaffiliated third party purchaser that related to an aggregate of 45,000,000 shares of common stock (entry into the July Contract was previously disclosed on Form 4, date of earliest transaction required to be reported July 10, 2006) by delivery to the purchaser of an aggregate of 36,444,278 shares of common stock. The July Contract provided that Anschutz Company would deliver to the purchaser on each of three settlement dates a number of shares of common stock as determined in the July Contract. The first settlement date under the July Contract occurred on October 7, 2009, and 8,330,000 shares were delivered to the purchaser (as previously disclosed on Form 4, date of earliest transaction required to be reported October 7, 2009). In consideration for entering into the July Contract, Anschutz Company received an aggregate prepayment amount of approximately $214,814,665. In addition, Anschutz Company was entitled to retain the first 40% of price appreciation in the common stock above $8.0939 per share. Anschutz Company originally pledged 45,000,000 shares of common stock (36,670,000 shares after the October 7, 2009 settlement) to secure its obligations under the July Contract. In connection with the early settlement of the July Contract, Anschutz Company delivered an aggregate of 36,444,278 of the shares pledged (18,262,508 and 18,181,770 shares, respectively, for the remaining settlement dates) and retained an aggregate of 225,722 of the shares pledged (67,492 and 158,230 shares, respectively, for the remaining settlement dates). On November 12, 2009, Anschutz Company completed an early settlement of a forward sale contract (the "November Contract") that was entered into on November 16, 2006 with an unaffiliated third party purchaser that related to an aggregate of 25,000,000 shares of common stock (entry into the November Contract was previously disclosed on Form 4, date of earliest transaction required to be reported November 16, 2006) by delivery to the purchaser of an aggregate of 24,761,751 shares of common stock. The November Contract provided that Anschutz Company would deliver to the purchaser on each of two settlement dates a number of shares of common stock as determined in the November Contract. In consideration for entering into the November Contract, Anschutz Company received an aggregate prepayment amount of approximately $169,773,045. In addition, Anschutz Company was entitled to retain the first 25% of price appreciation in the common stock above $7.9912 per share. Anschutz Company pledged 25,000,000 shares of common stock to secure its obligations under the November Contract. In connection with the early settlement of the November Contract, Anschutz Company delivered an aggregate of 24,761,751 of the shares pledged (14,883,011 and 9,878,740 shares, respectively, for the respective settlement dates) and retained an aggregate of 238,249 of the shares pledged (116,989 and 121,260 shares, respectively, for the respective settlement dates). On November 12, 2009, Anschutz Company completed an early settlement of forward sale contracts (the "January Contracts") that were entered into on January 10, 2007 with an unaffiliated third party purchaser that related to an aggregate of 43,000,000 shares of common stock (entry into the January Contracts was previously disclosed on Form 4, date of earliest transaction required to be reported January 10, 2007) by delivery to the purchaser of an aggregate of 42,372,421 shares of common stock. The January Contracts provided that Anschutz Company would deliver to the purchaser on each of three settlement dates a number of shares of common stock as determined in the January Contracts. In consideration for entering into the January Contracts, Anschutz Company received an aggregate prepayment amount of approximately $297,277,300. In addition, Anschutz Company was entitled to retain the first 25% of price appreciation in the common stock above $8.10 per share. Anschutz Company pledged 43,000,000 shares of common stock to secure its obligations under the January Contracts. In connection with the early settlement of the January Contracts, Anschutz Company delivered an aggregate of 42,372,421 of the shares pledged (5,926,681; 18,261,014; and 18,184,726 shares, respectively, for the respective settlement dates) and retained an aggregate of 627,579 of the shares pledged (73,319; 238,986; and 315,274 shares, respectively, for the respective settlement dates). On November 12, 2009, Anschutz Company completed an early settlement of a forward sale contract (the "February Contract") that was entered into on February 27, 2007 with an unaffiliated third party purchaser that related to an aggregate of 20,633,000 shares of common stock (entry into the February Contract was previously disclosed on Form 4, date of earliest transaction required to be reported February 27, 2007) by delivery to the purchaser of an aggregate of 20,280,487 shares of common stock. The February Contract provided that Anschutz Company would deliver to the purchaser on the dates specified in the February Contract a number of shares of common stock as determined in the February Contract. In consideration for entering into the February Contract, Anschutz Company received an aggregate prepayment amount of approximately $150,500,000. In addition, Anschutz Company was entitled to retain the first 25% of price appreciation in the common stock above $8.5705 per share. In connection with the early settlement of the February Contract, Anschutz Company delivered 20,280,487 shares and retained 352,513 shares. On November 12, 2009, Anschutz Company completed an early settlement of (i) a forward sale contract (the "May 2 Contract") that was entered into on May 2, 2001 with an unaffiliated third party purchaser that related to an aggregate of 3,736,000 shares of common stock and (ii) a forward sale contract (the "May 16 Contract") that was entered into on May 16, 2001 with an unaffiliated third party purchaser that related to an aggregate of 2,339,000 shares of common stock (entry into the May 2 Contract and the May 16 Contract was previously disclosed on Form 4, statement for May 2001) by delivery to the purchaser of an aggregate of 5,970,449 shares of common stock. Each of the May 2 Contract and the May 16 Contract provided that Anschutz Company would deliver to the purchaser in May 2011 a number of shares of common stock as determined in the May 2 Contract or the May 16 Contract, as applicable. In consideration for entering into the May 2 Contract, Anschutz Company received an aggregate prepayment amount of approximately $110,362,774. Anschutz Company pledged 3,736,000 shares of common stock to secure its obligations under the May 2 Contract. In consideration for entering into the May 16 Contract, Anschutz Company received an aggregate prepayment amount of approximately $69,027,478. Anschutz Company pledged 2,339,000 shares of common stock to secure its obligations under the May 16 Contract. In connection with the early settlement of the May 2 Contract and the May 16 Contract, Anschutz Company delivered an aggregate of 5,970,449 of the shares pledged and retained an aggregate of 104,551 of the shares pledged. /s/ Robert M. Swysgood, as attorney-in-fact 2009-11-16