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*
DIERCKSEN JOHN W

(Last) (First) (Middle)
VERIZON COMMUNICATIONS INC.
140 WEST STREET, 29TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERIZON COMMUNICATIONS INC [ VZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP - Strat, Dev and Plng
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006
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 11/21/2006 M 13,732 A $29.88 43,366 D
Common Stock 11/21/2006 S 13,732 D $35.27 29,634(1) 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
Stock Option Non-Qualified $29.88 11/21/2006 M 13,732 01/10/1998 01/09/2007 Common Stock 13,732 $29.88 0 D
Explanation of Responses:
1. The sale of shares set forth herein is made in connection with Mr. Diercksen's sales plan pursuant to Rule 10b5-1(c). In connection with the spin-off of Verizon's domestic directories business on November 17, 2006, options held by current and former Verizon employees, including this option, which was originally granted to the reporting person for 13,268 shares of common stock at an exercise price of $30.92, were adjusted pursuant to antidilution provisions of Verizon's Long-Term Incentive Plan. In addition, the following securities are also held indirectly: as of 12/31/2005: 17,626 in 2004 PSUs; 10,794 in 2004 RSUs; 37,951 in 2005 PSUs; and 25,304 in 2005 RSUs; and as reported on Form 4 dated 02/01/2006: 41,800 in 2006 PSUs; and 37,870 in 2006 RSUs; and as reported on Form 4 dated 11/17/2006: 12,206 in Deferred Compensation.
Remarks:
Phillip M. Huston, Jr., Attorney-in-fact for Diercksen, John W. 11/22/2006
** 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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