SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ancell Christopher K

(Last)

(First)

(Middle)

QWEST COMMUNICATIONS INTERNATIONAL INC.

1801 CALIFORNIA, SUITE 5200

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2009

3. Issuer Name and Ticker or Trading Symbol
QWEST COMMUNICATIONS INTERNATIONAL INC [ Q ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP-Business Markets Group

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	89,917⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽²⁾	02/16/2016	Common Stock	33,750	$6.15	D
Employee stock option (right to buy)	⁽³⁾	03/05/2017	Common Stock	46,000	$8.52	D
Employee stock option (right to buy)	⁽⁴⁾	03/05/2018	Common Stock	66,000	$5.32	D
Performance shares	⁽⁵⁾	⁽⁶⁾	Common Stock	67,000	⁽⁷⁾	D

Explanation of Responses:

1. Includes awards of (i) 7,250 shares of an original award of 29,000 shares of restricted stock, which award vests in four equal annual installments beginning on February 16, 2007 (75% vested); (ii) 6,667 shares of an original award of 20,000 shares of restricted stock, which award vests in three equal annual installments beginning on March 5, 2008 (67% vested); (iii) 22,000 shares of an original award of 33,000 shares of restricted stock, which award vests in three equal annual installments beginning on March 5, 2009 (33% vested); and (iv) 54,000 shares of restricted stock, which award vests in three equal annual installments beginning on March 5, 2010 (0% vested). Each award was approved by the Board of Directors in accordance with Rule 16b-3(d).

2. The award vests in four equal annual installments beginning on February 16, 2007. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

3. The award vests in three equal annual installments beginning on March 5, 2008. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

4. The award vests in three equal annual installments beginning on March 5, 2009. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

5. The performance shares will vest on March 4, 2012, if the reporting person remains employed by Qwest over the performance period (except in the case of death, disability or an involuntary termination without cause or for good reason within two years of a change in control). The performance period begins on March 5, 2009, and ends on the earlier of March 4, 2012, or a change in control. Payout under the performance shares can range from 0% to 200% depending on Qwest's relative total shareholder return ("TSR") over the performance period as compared to a group of Qwest's peers in the telecommunications industry. TSR is measured generally as the increase or decrease in the market value of common stock including the reinvestment of dividends. This award was approved by the Board of Directors in accordance with Rule 16b-3(d).

6. The award will be forfeited upon a termination of employment for any reason other than death, disability or an involuntary termination without cause or for good reason within two years of a change in control.

7. Each performance share represents a contingent right to receive one share of Qwest common stock.

Remarks:

	/s/ Jennifer A. D'Alessandro, as attorney-in-fact	09/08/2009
	** 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 5 (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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