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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $ 9.2 | 07/15/2011 | A | 4,105 | (3) | 04/30/2012 | Common Stock | 4,105 | (4) | 4,105 | D | ||||
Employee stock option (right to buy) | $ 30.41 | 07/15/2011 | A | 5,131 | (3) | 05/04/2014 | Common Stock | 5,131 | (5) | 5,131 | D | ||||
Employee stock option (right to buy) | $ 28.39 | 07/15/2011 | A | 5,131 | (3) | 05/30/2016 | Common Stock | 5,131 | (6) | 5,131 | D | ||||
Employee stock option (right to buy) | $ 10.22 | 07/15/2011 | A | 15,314 | (3) | 05/19/2019 | Common Stock | 15,314 | (7) | 15,314 | D | ||||
Employee stock option (right to buy) | $ 16.18 | 07/15/2011 | A | 513,156 | (3) | 03/09/2020 | Common Stock | 513,156 | (8) | 513,156 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OUSLEY JAMES E CENTURYLINK, INC. 100 CENTURYLINK DRIVE MONROE, LA 71203 |
Chief Exec Officer-Savvis Ops |
/s/ Jennifer A. D'Alessandro, as attorney-in-fact | 07/19/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Received in exchange for 254,921 shares of common stock of SAVVIS, Inc., a Delaware corporation ("Savvis"), pursuant to the agreement and plan of merger (the "Merger Agreement") among Savvis, CenturyLink, Inc., a Louisiana corporation ("CenturyLink") and Mimi Acquisition Company, a Delaware corporation and wholly owned subsidiary of CenturyLink ("Merger Sub"), pursuant to which Merger Sub merged with and into Savvis (the "Merger") on July 15, 2011. Under the Merger Agreement, Savvis stockholders received $30.00 in cash and 0.2479 shares of CenturyLink common stock per share of Savvis common stock. |
(2) | Represents restricted stock units received pursuant to the Merger Agreement in exchange for 184,375 Savvis restricted stock units. Pursuant to the terms of the Merger Agreement, each of these Savvis restricted stock units converted into 1.026312 CenturyLink restricted stock units. |
(3) | The option is fully vested. |
(4) | Received in the Merger in exchange for a stock option to acquire 4,000 shares of Savvis common stock for $9.435 per share. |
(5) | Received in the Merger in exchange for a stock option to acquire 5,000 shares of Savvis common stock for $31.20 per share. |
(6) | Received in the Merger in exchange for a stock option to acquire 5,000 shares of Savvis common stock for $29.13 per share. |
(7) | Received in the Merger in exchange for a stock option to acquire 14,922 shares of Savvis common stock for $10.48 per share. |
(8) | Received in the Merger in exchange for a stock option to acquire 500,000 shares of Savvis common stock for $16.60 per share. |