SEC Form 4 · accession 0001209191-17-059233
Lumen Technologies, Inc. · LUMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sunit S Patel
Officer — Executive Vice President & CFO
Period of report
Nov 1, 2017
Accepted (ET)
Nov 3, 2017 · 5:07 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 | 644,892 | — | A | 644,892 | D | |
| Common StockF2 | Nov 1, 2017 | A | 533,699 | — | A | 1,178,591 | D | |
| Common StockF3 | Nov 1, 2017 | D | 387,437 | $17.85 | D | 791,154 | D | |
| Common Stock | Nov 1, 2017 | A | 77,742 | $0.00 | A | 868,896 | D | |
| Common Stock | Nov 1, 2017 | A | 67,377 | $0.00 | A | 936,273 | D | |
| Common StockF1 | Nov 1, 2017 | A | 8,538 | — | A | 8,538 | I | By 401(k) |
| Common StockF1 | Nov 1, 2017 | A | 1,428 | — | A | 1,428 | I | By IRA |
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" 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.
- F2Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding Level 3 restricted stock unit award 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.
- F3Effective immediately following the Merger, pursuant to an agreement between the Issuer and the Reporting Person, these RSUs were fully vested and converted to a deferred cash award, which will pay out in accordance with the original award payout schedule.
- F4Represents a grant of restricted stock that will vest on November 1, 2020, with payout ranging between 0-200% based on the level of achievement on two separate but equally-weighted performance criteria (one qualitative and one quantitative).
- F5Represents a grant of restricted stock that will vest on November 1, 2018.