| 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
QWEST COMMUNICATIONS INTERNATIONAL INC [ Q ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2007 | ||||||||||||||||||||||||||
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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 | 03/05/2007 | A | 39,000 | A | $0 | 91,940 | D | |||
| Common Stock | 03/05/2007 | A | 115,000(1)(2)(3) | A | $0 | 206,940 | D | |||
| Common Stock | 2,683 | I | By 401(k) plan(4) | |||||||
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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 (right to buy) | $8.52 | 03/05/2007 | A | 88,000 | (5) | 03/05/2017 | Common Stock | 88,000 | $0 | 88,000 | D | ||||
| Employee stock option (right to buy) | $8.52 | 03/05/2007 | A | 257,000 | (1)(2) | (3) | Common Stock | 257,000 | $0 | 257,000 | D | ||||
| Explanation of Responses: |
| 1. This award will fully vest on March 5, 2010 if the reporting person is employed by Qwest on that date and if at any time after March 5, 2007 the average closing price of Qwest common stock equals or exceeds the then applicable Share Price Target for any period of 90 consecutive trading days beginning on or after March 5, 2007. The "Share Price Target" is originally $10.50 and will be adjusted downward for any dividends paid on Qwest common stock and adjusted appropriately for any capital structure changes. |
| 2. In addition, this award will fully vest prior to March 5, 2010 upon death, disability, termination for constructive discharge or termination without cause if either the 90-day performance condition with respect to Share Price Target has theretofore been satisfied or the average closing price of Qwest common stock equals or exceeds the then applicable Share Price Target for a period of 22 or more consecutive trading days during the 30 consecutive trading days immediately prior to the date of death, disability, termination for constructive discharge or termination without cause. This award will fully vest prior to March 5, 2010 upon the closing of a merger, consolidation, asset sale, or similar transaction in which Qwest is not the surviving entity or in which Qwest is the surviving entity and the reporting person is not offered a comparable position and compensation package. |
| 3. To the extent not previously vested, this award will be immediately forfeited upon the earlier of (A) a termination of the reporting person's employment for any reason whatsoever (unless such termination results in full vesting of the awards as described in the preceding footnote) or (B) March 5, 2010. |
| 4. Based on plan holdings as of March 5, 2007. |
| 5. This stock option vests in three equal annual installments beginning on March 5, 2008. This option grant was approved by the Board of Directors in accordance with Rule 16b-3(d). |
| Remarks: |
| Jennifer A. D'Alessandro, as attorney-in-fact | 03/07/2007 | |
| ** 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). | ||
| ** 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. | ||