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^*

BERGER NANCEE R

(Last)

(First)

(Middle)

WEST CORP

1108 MIRACLE HILLS DRIVE

(Street)

OMAHA

68154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEST CORP [ WSTC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2012

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)
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⁽¹⁾	11/21/2012		M		128,784⁽⁴⁾	A	$5.47⁽⁴⁾	269,990	D
Common Stock⁽¹⁾	11/21/2012		M		69,636⁽⁴⁾	A	$5.47⁽⁴⁾	200,354	D
Common Stock⁽¹⁾	12/20/2012		J⁽²⁾		152,898⁽²⁾	D	$0	47,456⁽²⁾	D
Common Stock⁽¹⁾	12/20/2012		J⁽²⁾		152,898⁽²⁾	A	$0	152,898⁽²⁾	I	By Nancee R. Berger Legacy Trust

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)
Stock Units	⁽³⁾	11/02/2012		A		7,581.1627		⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	7,581.1627	$25.36	186,725.3	D
Employee Stock Option (right to buy)	$5.47⁽⁴⁾	11/21/2012		M			128,784⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	128,784⁽⁴⁾	$0⁽⁴⁾	0	D
Stock Units	⁽³⁾	12/28/2012		A		7,132.4444		⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	7,132.444	$25.36	193,857.74	D
Stock Units	⁽³⁾	03/21/2013		A		18,168.0873		⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	18,168.0873	$20	212,025.83	D

Explanation of Responses:

1. The Issuer effected a 1-for-8 reverse stock split on March 8, 2013. The number of shares of Common Stock, as well as derivatives of the Common Stock (including Stock Units and Stock Options) reported in this Form 4 have been adjusted to account for the reverse stock split.

2. Represents transfer of shares to the Nancee R. Berger Legacy Trust.

3. These stock units were granted under the Issuer's Nonqualified Deferred Compensation Plan and represent notional equity interests in the Issuer credited to the filing person's deferred compensation account. Each stock unit is the economic equivalent of one share of the Issuer's Common Stock. These stock units become payable, through the issuance of shares of the Issuer's Common Stock, on the date specified by the filing person, which can be no earlier than five years following the year of deferral for such shares or, if earlier, six months after the date the filing person separates from service with the Issuer or the date of death of the filing person.

4. These options represent retained, or "rollover", options. In connection with the Issuer's recapitalization completed on October 24, 2006, the filing person elected to convert certain vested options in the Issuer into fully-vested options in the surviving corporation. No share-based compensation was recorded for these retained options, as these options were fully vested prior to the consummation of the recapitalization (which triggered the "rollover event"). These options expire on July 1, 2013, October 1, 2013 or January 2, 2014. On November 21, 2012, the filing person paid the exercise price on a cashless basis, resulting in the Issuer withholding of 69,636 of the shares to pay the exercise price and taxes, issuing to the filing person the remaining 59,148 shares.

Remarks:

	/s/ Nancee R. Berger	03/25/2013
	** 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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