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*
Huber Dennis G
(Last) (First) (Middle)
100 CENTURYTEL DRIVE
(Street)
MONROE LA 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)
Ex. VP - Network & Info. Tech.
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)
Code V Amount (A) or (D) Price
Common Stock 07/01/2009 A 32,876(1) A $0 32,876 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option $66.71 07/01/2009 A 4,422 (2) 01/03/2010 Common Stock 4,422 $0 4,422 D
NQ Stock Option $66.71 07/01/2009 A 3,316 (2) 01/24/2010 Common Stock 3,316 $0 3,316 D
NQ Stock Option $66.71 07/01/2009 A 585 (2) 02/08/2010 Common Stock 585 $0 585 D
NQ Stock Option $66.71 07/01/2009 A 1,363 (2) 08/07/2010 Common Stock 1,363 $0 1,363 D
NQ Stock Option $66.71 07/01/2009 A 24,097 (2) 05/11/2011 Common Stock 24,097 $0 24,097 D
NQ Stock Option $36.29 07/01/2009 A 13,361(2) (2) 02/08/2015 Common Stock 13,361 $0 13,361 D
NQ Stock Option $32.9 07/01/2009 A 26,416 (2) 02/07/2016 Common Stock 26,416 $0 26,416 D
NQ Stock Option $41.19 07/01/2009 A 20,754 (3) 02/22/2017 Common Stock 20,754 $0 20,754 D
NQ Stock Option $3,062 07/01/2009 A 32,507 (4) 03/02/2018 Common Stock 32,507 $0 32,507 D
Restricted Stock Units $0 07/01/2009 A 25,502 (5) (5) Common Stock 25,502 $0 25,502 D
Restricted Stock Units $0 07/01/2009 A 18,291 (6) (6) Common Stock 18,291 $0 43,793 D
Restricted Stock Units $0 07/01/2009 A 11,625 (6) (6) Common Stock 11,625 $0 55,418 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 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
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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