SEC Form 4 · accession 0001209191-17-059225
Lumen Technologies, Inc. · LUMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven T Clontz
Director
Period of report
Nov 1, 2017
Accepted (ET)
Nov 3, 2017 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000018926
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 1, 2017 | A | 94,795 | — | A | 96,795 | D | |
| Common Stock | Nov 1, 2017 | A | 4,224 | $0.00 | A | 101,019 | D | |
| Common Stock | holding | — | — | — | 10,000 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 1, 2017, the Issuer acquired Level 3 Communications, Inc. ("Level 3") 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 (together, the "Merger Consideration"). In addition, due to his service as a non-employee member of the board of directors of Level 3 immediately prior to the Effective Time, each outstanding Level 3 restricted stock unit award held by the Reporting Person was cancelled at the Effective Time in exchange for the Merger Consideration per Level 3 common share covered by such award, in accordance with the terms of the Merger Agreement.
- F2Represents a grant of restricted stock that will vest on May 25, 2018.