0001225208-17-016872.txt : 20171103
0001225208-17-016872.hdr.sgml : 20171103
20171103102111
ACCESSION NUMBER: 0001225208-17-016872
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171101
FILED AS OF DATE: 20171103
DATE AS OF CHANGE: 20171103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ryan John Michael
CENTRAL INDEX KEY: 0001508706
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35134
FILM NUMBER: 171174973
MAIL ADDRESS:
STREET 1: 1025 ELDORADO BLVD.
CITY: BROOMFIELD
STATE: CO
ZIP: 80303
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LEVEL 3 COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000794323
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 470210602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1025 ELDORADO BOULEVARD
STREET 2: BLDG 2000
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
BUSINESS PHONE: 7208881000
MAIL ADDRESS:
STREET 1: 1025 ELDORADO BOULEVARD
STREET 2: BLDG 2000
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
FORMER COMPANY:
FORMER CONFORMED NAME: KIEWIT PETER SONS INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
X0306
4
2017-11-01
1
0000794323
LEVEL 3 COMMUNICATIONS INC
LVLT
0001508706
Ryan John Michael
1025 ELDORADO BLVD
BROOMFIELD
CO
80021
1
EVP, CLO
Common Stock
2017-11-01
4
D
0
32817.0000
0
D
112177.0000
D
Common Stock
2017-11-01
4
D
0
112177.0000
0
D
0.0000
D
Common Stock
2017-11-01
4
D
0
6185.0000
0
D
0.0000
I
By 401(k)
Disposition pursuant to the Merger, with the Merger being a transaction exempt under Rule 16b-3(e). Pursuant to the Merger Agreement at the effective time of the Merger, each issued and outstanding Level 3 restricted stock unit award granted on or after April 1, 2014 (other than those granted to non-employee members of Level 3's Board of Directors) was converted into a restricted stock unit award of a number of shares of CenturyLink common stock equal to the product of the (A) total number of shares of Level 3 common stock subject to such Level 3 restricted stock unit award multiplied by (B) the sum of the (i) Exchange Ratio and the (ii) quotient obtained by dividing (a) the Cash Consideration by (b) the volume weighted average price of a share of CenturyLink Common Stock on the NYSE for the 30 trading days ending with the trading day immediately preceding November 1, 2017 (the "RSU Consideration").
Represents shares of Level 3 Communications, Inc. ("Level 3") common stock which were subject to a Level 3 restricted stock unit award.
Disposition pursuant to the merger (the "Merger") of Wildcat Merger Sub 1 LLC with and into Level 3 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 31, 2016, by and between CenturyLink, Inc. ("CenturyLink"), Wildcat Merger Sub 1 LLC, WWG Merger Sub LLC and Level 3, with the Merger being a transaction exempt under Rule 16b-3(e). Pursuant to the Merger Agreement at the effective time of the Merger, each share of Level 3 common stock was converted into (A) 1.4286 shares of common stock of CenturyLink, par value $1.00 per share (the "Exchange Ratio") and (B) the right to receive $26.50 in cash, without interest (the "Merger Consideration"). Also, pursuant to the Merger Agreement at the effective time of the Merger, each issued and outstanding restricted stock unit award granted prior to April 1, 2014 and each restricted stock unit award granted to a non-employee member of Level 3's Board of Directors was exchanged for Merger Consideration.
/s/ Neil J. Eckstein as Attorney in Fact
2017-11-03