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*
Tauke Thomas J.

(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)
EVP-Pub Aff., Policy and Comm
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2012
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 06/08/2012 M 30,946 A $34.15 37,903 D
Common Stock 06/08/2012 M 14,391 A $33.64 52,294 D
Common Stock 06/08/2012 S 30,946 D $42 21,348 D
Common Stock 06/08/2012 S 14,391 D $42 6,957 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 $34.15 (1) 06/08/2012 M 30,946 02/04/2005 (3) 02/03/2014 Common Stock 30,946 (1) $0 0 D
Stock Option Non-Qualified $33.64 (2) 06/08/2012 M 14,391 02/04/2005 (3) 02/03/2014 Common Stock 14,391 (2) $0 0 D
Phantom Stock (unitized) (4) 06/08/2012 A 71.275 (4) (4) Common Stock 20 $12.14 212,676.998 (5) I By Deferred Compensation Plan
Explanation of Responses:
1. The option exercise and sale of shares set forth herein is made pursuant to Mr. Tauke's sales plan under Rule 10b5-1(c). In connection with (i) the spin-off of Verizon's domestic directories on November 17, 2006, and (ii) the spin-off of Verizon's domestic telephone lines on July 1, 2010, stock-based awards held by current and former Verizon employees, including these options, were adjusted pursuant to antidilution provisions of Verizon's Long-Term Incentive Plan. Prior to these adjustments, as of 5/1/2004, this option grant constituted the right to purchase 57,500 shares of common stock at an exercise price of $36.75.
2. The option exercise and sale of shares set forth herein is made pursuant to Mr. Tauke's sales plan under Rule 10b5-1(c). In connection with (i) the spin-off of Verizon's domestic directories on November 17, 2006, and (ii) the spin-off of Verizon's domestic telephone lines on July 1, 2010, stock-based awards held by current and former Verizon employees, including these options, were adjusted pursuant to antidilution provisions of Verizon's Long-Term Incentive Plan. Prior to these adjustments, as of 6/30/2004, this option grant constituted the right to purchase 26,740 shares of common stock at an exercise price of $36.20.
3. The option grant vested in three equal installments beginning on this date.
4. Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash. The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan.
5. Includes phantom stock acquired through dividend reinvestment.
Remarks:
William L. Horton, Jr., Attorney-in-fact for Thomas J. Tauke 06/12/2012
** 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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