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^*

Cheek William E

(Last)

(First)

(Middle)

100 CENTURYTEL DRIVE

(Street)

MONROE

71203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTURYTEL INC [ CTL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - Wholesale Op.

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2009

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	07/01/2009		A		16,044⁽¹⁾	A	$0	16,044	D
Common Stock	07/01/2009		A		632.4193⁽¹⁾	A	$0	632.4193	I	By TRASOP

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)
NQ Stock Option	$24.72	07/01/2009		A		432		⁽²⁾	07/01/2009	Common Stock	432	$0	432	D
NQ Stock Option	$66.71	07/01/2009		A		2,948		⁽²⁾	01/03/2010	Common Stock	2,948	$0	2,948	D
NQ Stock Option	$66.71	07/01/2009		A		2,211		⁽²⁾	01/24/2010	Common Stock	2,211	$0	2,211	D
NQ Stock Option	$66.71	07/01/2009		A		472		⁽²⁾	02/08/2010	Common Stock	472	$0	472	D
NQ Stock Option	$66.71	07/01/2009		A		865		⁽²⁾	08/07/2010	Common Stock	865	$0	865	D
NQ Stock Option	$66.71	07/01/2009		A		4,777		⁽²⁾	05/11/2011	Common Stock	4,777	$0	4,777	D
NQ Stock Option	$24.34	07/01/2009		A		868		⁽²⁾	02/10/2014	Common Stock	868	$0	868	D
NQ Stock Option	$33	07/01/2009		A		2,320		⁽²⁾	02/08/2015	Common Stock	2,320	$0	2,320	D
NQ Stock Option	$32.9	07/01/2009		A		16,737		⁽²⁾	02/07/2016	Common Stock	16,737	$0	16,737	D
NQ Stock Option	$41.19	07/01/2009		A		8,678		⁽³⁾	02/22/2017	Common Stock	8,678	$0	8,678	D
NQ Stock Option	$30.62	07/01/2009		A		15,963		⁽⁴⁾	03/02/2018	Common Stock	15,963	$0	15,963	D
Restricted Stock Units	$0	07/01/2009		A		14,421		⁽⁵⁾	⁽⁵⁾	Common Stock	14,421	$0	14,421	D
Restricted Stock Units	$0	07/01/2009		A		8,982		⁽⁶⁾	⁽⁶⁾	Common Stock	8,982	$0	23,403	D
Restricted Stock Units	$0	07/01/2009		A		4,860		⁽⁷⁾	⁽⁷⁾	Common Stock	4,860	$0	28,263	D

Explanation of Responses:

1. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70.

2. These shares are fully vested.

3. Option provides for vesting in 3 equal annual installments beginning February 22, 2008.

4. Option provides for vesting in 3 equal annual installments beginning March 2, 2009.

5. These restricted stock units vest and underlying shares will be delivered to reporting person in 3 equal annual installments beginning on February 27, 2010.

6. These restricted stock units vest and underlying shares will be delivered to reporting person on March 2, 2011.

7. These restricted stock units vest and underlying shares will be delivered to reporting person in 2 equal annual installments beginning on February 22, 2009.

Remarks:

Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award (?RSU?) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share.

	Kay C. Buchart, Attorney-In-Fact	07/06/2009
	** Signature of Reporting Person	Date
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