form_sc13da-twtelecom.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

TW TELECOM INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87311L104

(CUSIP Number)

Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

(212) 474-6700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

COPIES TO:

Patrick J. Dooley, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

June 27, 2013

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following page(s)

Page 1 of 6 Pages

CUSIP No. 87311L104

Page 2 of 6 Pages

1 Names of Reporting Persons

CORVEX MANAGEMENT LP

2 Check the Appropriate Box If a Member of a Group (See Instructions)

[ ]

[X]

3 SEC Use Only

4 Source of Funds (See Instructions)

5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

6 Citizenship or Place of Organization

DELAWARE

	7	Sole Voting Power
Number of Shares		9,069,224
Beneficially Owned By Each	8	Shared Voting Power 0
Reporting Person With	9	Sole Dispositive Power 9,069,224
	10	Shared Dispositive Power
		0

11 Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,224

12 Check Box If the Aggregate Amount in Row (11) Excludes Certain

Shares (See Instructions)

[ ]

13 Percent of Class Represented By Amount in Row (11)

6.03%

14 Type of Reporting Person (See Instructions)

PN; IA

CUSIP No. 87311L104

Page 3 of 6 Pages

1 Names of Reporting Persons

KEITH MEISTER

2 Check the Appropriate Box If a Member of a Group (See Instructions)

[ ]

[X]

3 SEC Use Only

4 Source of Funds (See Instructions)

5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

6 Citizenship or Place of Organization

UNITED STATES

	7	Sole Voting Power
Number of Shares		9,069,224
Beneficially Owned By Each	8	Shared Voting Power 0
Reporting Person With	9	Sole Dispositive Power 9,069,224
	10	Shared Dispositive Power
		0

11 Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,224

12 Check Box If the Aggregate Amount in Row (11) Excludes Certain

Shares (See Instructions)

[ ]

13 Percent of Class Represented By Amount in Row (11)

6.03%

14 Type of Reporting Person (See Instructions)

IN; HC

CUSIP No. 87311L104

Page 4 of 6 Pages

This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission on May 9, 2013 (the “Schedule 13D”) relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of tw telecom inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

Item 3. Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The Reporting Persons used working capital of the Corvex Funds to purchase the 9,069,224 Shares reported herein. The total purchase price for the Shares reported herein was $236,873,371.

Item 5. Interest in Securities of the Issuer.

(a) – (b) Corvex may be deemed to be the beneficial owner of 9,069,224 Shares, which represent approximately 6.03% of the Issuer’s outstanding Shares. Corvex may be deemed to have sole power to vote and sole power to dispose of 9,069,224 Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares.

The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 150,321,589 Shares outstanding as of April 30, 2013 (based on the Issuer’s Quarterly Report on Form 10-Q for the period ending March 31, 2013).

(c) Except as set forth on Exhibit 2 attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(d) The limited partners of (or investors in) each of the private investment funds, or their respective subsidiaries or affiliated entities, for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the

Issuer.

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

On June 27, 2013, the Reporting Persons exercised all call options described in Exhibit 2 of the Schedule 13D and thereby acquired 6,774,300 Shares in the aggregate. On June 27, 2013, upon exercise of such call options, all put options described in Exhibit 2 of the Schedule 13D that had not already expired terminated in accordance with their terms.

CUSIP No. 87311L104

Page 5 of 6 Pages

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 - Agreement by and among Corvex and Keith Meister to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.

Exhibit 2 - Transactions in the Shares effected in the past 60 days.

CUSIP No. 87311L104

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 28, 2013	CORVEX MANAGEMENT LP

	By: /s/ Keith Meister
	Keith Meister
	Managing Partner

Date: June 28, 2013	KEITH MEISTER

	By: /s/ Keith Meister

EXHIBIT 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of tw telecom inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: June 28, 2013	CORVEX MANAGEMENT LP

	By: /s/ Keith Meister
	Keith Meister
	Managing Partner

Date: June 28, 2013	KEITH MEISTER

	By: /s/ Keith Meister

EXHIBIT 2

TRANSACTIONS

Exhibit 2 (“Prior Exhibit 2”) to the Issuer Schedule 13D filed on May 8, 2013 by the Reporting Persons is incorporated herein by reference. Together with Prior Exhibit 2, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 27, 2013. Except as otherwise noted below, all such transactions were purchases or sales of Shares effected in the open market, and the table includes commissions paid in per share prices.

NATURE OF TRANSACTION	DATE OF TRANSACTION	AMOUNT OF SECURITIES	PRICE PER SHARE / PREMIUM PER OPTION
Purchase of Call Options	5/30/2013	81,500 (1)	$10.22 (2)
Purchase of Call Options	5/31/2013	185,000 (1)	$10.66 (2)
Purchase of Call Options	6/3/2013	114,000 (1)	$9.96 (2)
Purchase of Call Options	6/4/2013	19,300 (1)	$9.96 (2)
Sale of Put Options	5/30/2013	81,500 (3)	$0.01 (4)
Sale of Put Options	5/31/2013	185,000 (3)	$0.01 (4)
Sale of Put Options	6/3/2013	114,000 (3)	$0.01 (4)
Sale of Put Options	6/4/2013	19,300 (3)	$0.01 (4)

_____________________

(1) Represents shares underlying American-style call options purchased in the over the counter market. These call options expire on February 28, 2014.

(2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $18.00. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options.

(3) Represents shares underlying European-style put options sold in the over the counter market. These put options expire on the earlier of February 28, 2014 or the date on which the corresponding American-style call option described in footnote 1 is exercised.

(4) This amount represents the proceeds received from an applicable European-style put option to sell one Share. The per share exercise price of these put options is $18.00. The exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to the exercise of the options.