SEC Form 4 · accession 0001225208-17-016870
LEVEL 3 COMMUNICATIONS INC · LVLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Mortensen
Officer — SVP, Controller
Period of report
Nov 1, 2017
Accepted (ET)
Nov 3, 2017 · 10:21 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000794323
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Nov 1, 2017 | D | 9,475 | $0.00 | D | 68,469 | D | |
| Common StockF3 | Nov 1, 2017 | D | 68,469 | $0.00 | D | 0 | D | |
| Common StockF3 | Nov 1, 2017 | D | 6,039 | $0.00 | D | 0 | I | By 401(k) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposition pursuant to the Merger, with the Merger being a transaction exempt under Rule 16b-3(e). Pursuant to the Merger Agreement at the effective time of the Merger, each issued and outstanding Level 3 restricted stock unit award granted on or after April 1, 2014 (other than those granted to non-employee members of Level 3's Board of Directors) was converted into a restricted stock unit award of a number of shares of CenturyLink common stock equal to the product of the (A) total number of shares of Level 3 common stock subject to such Level 3 restricted stock unit award multiplied by (B) the sum of the (i) Exchange Ratio and the (ii) quotient obtained by dividing (a) the Cash Consideration by (b) the volume weighted average price of a share of CenturyLink Common Stock on the NYSE for the 30 trading days ending with the trading day immediately preceding November 1, 2017 (the "RSU Consideration").
- F2Represents shares of Level 3 Communications, Inc. ("Level 3") common stock which were subject to a Level 3 restricted stock unit award.
- F3Disposition pursuant to the merger (the "Merger") of Wildcat Merger Sub 1 LLC with and into Level 3 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 31, 2016, by and between CenturyLink, Inc. ("CenturyLink"), Wildcat Merger Sub 1 LLC, WWG Merger Sub LLC and Level 3, with the Merger being a transaction exempt under Rule 16b-3(e). Pursuant to the Merger Agreement at the effective time of the Merger, each share of Level 3 common stock was converted into (A) 1.4286 shares of common stock of CenturyLink, par value $1.00 per share (the "Exchange Ratio") and (B) the right to receive $26.50 in cash, without interest (the "Merger Consideration"). Also, pursuant to the Merger Agreement at the effective time of the Merger, each issued and outstanding restricted stock unit award granted prior to April 1, 2014 and each restricted stock unit award granted to a non-employee member of Level 3's Board of Directors was exchanged for Merger Consideration.