0001209191-17-059237.txt : 20171103
0001209191-17-059237.hdr.sgml : 20171103
20171103170800
ACCESSION NUMBER: 0001209191-17-059237
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: STOREY JEFFREY K
CENTRAL INDEX KEY: 0001214653
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07784
FILM NUMBER: 171177356
MAIL ADDRESS:
STREET 1: LEVEL 3 COMMUNICATIONS
STREET 2: 1025 ELDORADO BLVD.
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTURYLINK, INC
CENTRAL INDEX KEY: 0000018926
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 720651161
STATE OF INCORPORATION: LA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: P O BOX 4065
STREET 2: 100 CENTURYLINK DR
CITY: MONROE
STATE: LA
ZIP: 71203
BUSINESS PHONE: 3183889000
MAIL ADDRESS:
STREET 1: 100 CENTURYLINK DR
STREET 2: P O BOX 4065
CITY: MONROE
STATE: LA
ZIP: 71203
FORMER COMPANY:
FORMER CONFORMED NAME: CENTURYTEL INC
DATE OF NAME CHANGE: 19990602
FORMER COMPANY:
FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP
DATE OF NAME CHANGE: 19720512
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-01
0
0000018926
CENTURYLINK, INC
CTL
0001214653
STOREY JEFFREY K
C/O CENTURYLINK, INC.
100 CENTURYLINK DRIVE
MONROE
LA
71203
1
1
0
0
President & COO
Common Stock
2017-11-01
4
A
0
846264
A
846264
D
Common Stock
2017-11-01
4
A
0
1038814
A
1885078
D
Common Stock
2017-11-01
4
A
0
542590
0.00
A
2427668
D
Common Stock
2017-11-01
4
A
0
4722
A
4722
I
By 401(k)
On November 1, 2017, the Issuer acquired Level 3 Communications, Inc. ("Level 3" and such acquisition, the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Level 3, Wildcat Merger Sub I LLC and WWG Merger Sub LLC. Upon the Effective Time (as defined in the Merger Agreement), each outstanding Level 3 common share held by the Reporting Person was converted into the right to receive (a) $26.50 in cash, without interest, and (b) 1.4286 shares of the Issuer's common stock, with cash paid in lieu of fractional shares.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding Level 3 restricted stock unit award held by the Reporting Person was converted into a restricted stock unit award (the "RSUs") relating to a number of shares of the Issuer's common stock (rounded up to the nearest whole share) equal to the product of (a) 2.8386 (the Equity Award Exchange Ratio, calculated as provided in the Merger Agreement) multiplied by (b) the number of Level 3 common shares subject to the award immediately prior to the Effective Time. Pursuant to an agreement between the Issuer and the Reporting Person, 875,432 of the RSUs were fully vested immediately following the Merger, although they will continue pay out in accordance with their original payout schedule.
Represents a grant of restricted stock (40% time-based and 60% performance-based) that will vest on February 1, 2019, with payout on the performance-based portion ranging between 0-200% depending upon the extent to which the performance metric is achieved.
/s/ Hope M. Spencer as Attorney-in-Fact for Jeffrey K. Storey
2017-11-03