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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 | ||||||||
| Restricted Stock Units | $ 0 | 07/01/2009 | D | 13,019 (2) | (2) | (2) | Common Stock | 13,019 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 07/01/2009 | D | 2,962 (3) | (3) | (3) | Common Stock | 2,962 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 07/01/2009 | D | 7,847 (4) | (4) | (4) | Common Stock | 7,847 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 91.38 | 07/01/2009 | D | 1,345 (5) | (5) | 01/03/2010 | Common Stock | 1,345 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 91.38 | 07/01/2009 | D | 1,210 (6) | (6) | 01/24/2010 | Common Stock | 1,210 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 91.38 | 07/01/2009 | D | 185 (7) | (7) | 02/08/2010 | Common Stock | 185 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 91.38 | 07/01/2009 | D | 807 (8) | (8) | 08/07/2010 | Common Stock | 807 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 91.38 | 07/01/2009 | D | 5,529 (9) | (9) | 05/11/2011 | Common Stock | 5,529 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 24.11 | 07/01/2009 | D | 7,105 (10) | (10) | 02/19/2012 | Common Stock | 7,105 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 33.08 | 07/01/2009 | D | 3,552 (11) | (11) | 02/19/2012 | Common Stock | 3,552 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 21.88 | 07/01/2009 | D | 2,192 (12) | (12) | 03/27/2013 | Common Stock | 2,192 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 21.9 | 07/01/2009 | D | 5,475 (13) | (13) | 03/27/2013 | Common Stock | 5,475 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 15.37 | 07/01/2009 | D | 1,096 (14) | (14) | 03/27/2013 | Common Stock | 1,096 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 16.08 | 07/01/2009 | D | 2,737 (15) | (15) | 03/27/2013 | Common Stock | 2,737 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 33.34 | 07/01/2009 | D | 5,825 (16) | (16) | 02/10/2014 | Common Stock | 5,825 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 33.86 | 07/01/2009 | D | 2,912 (17) | (17) | 02/10/2014 | Common Stock | 2,912 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 45.2 | 07/01/2009 | D | 6,142 (18) | (18) | 02/08/2015 | Common Stock | 6,142 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 45.06 | 07/01/2009 | D | 11,922 (19) | (19) | 02/07/2016 | Common Stock | 11,922 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 56.43 | 07/01/2009 | D | 9,693 (20) | (20) | 02/22/2017 | Common Stock | 9,693 | $ 0 | 0 | D | ||||
| NQ Stock Option | $ 41.94 | 07/01/2009 | D | 16,596 (21) | (21) | 03/02/2018 | Common Stock | 16,596 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Holland E J Jr 5454 W. 110TH STREET OVERLAND PARK, KS 66211 |
SVP-HR & Communications | |||
| Kay Buchart, attorney-in-fact | 07/06/2009 | |
| **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) | Exchanged for 22,512 shares of CenturyTel common stock plus cash in lieu of 1.210 shares. |
| (2) | This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27, 2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 17,837 units with the same vesting schedule. |
| (3) | A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 7,439 units with the same vesting schedule, but with no further performance adjustment. |
| (4) | A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 12,793 units with the same vesting schedule, but with no further performance adjustment. |
| (5) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,842 shares of CenturyTel common stock for $66.71 per share. |
| (6) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,657 shares of CenturyTel common stock for $66.71 per share. |
| (7) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 253 shares of CenturyTel common stock for $66.71 per share. |
| (8) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,105 shares of CenturyTel common stock for $66.71 per share. |
| (9) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 7,573 shares of CenturyTel common stock for $66.71 per share. |
| (10) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 9,733 shares of CenturyTel common stock for $17.60 per share. |
| (11) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,865 shares of CenturyTel common stock for $24.15 per share. |
| (12) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,003 shares of CenturyTel common stock for $15.98 per share. |
| (13) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 7,500 shares of CenturyTel common stock for $15.99 per share. |
| (14) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,501 shares of CenturyTel common stock for $11.22 per share. |
| (15) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,749 shares of CenturyTel common stock for $11.74 per share. |
| (16) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 7,980 shares of CenturyTel common stock for $24.34 per share. |
| (17) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,989 shares of CenturyTel common stock for $24.72 per share. |
| (18) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 8,414 shares of CenturyTel common stock for $33.00 per share. |
| (19) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 16,333 shares of CenturyTel common stock for $32.90 per share. |
| (20) | This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2008, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 13,279 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule. |
| (21) | This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 22,736 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule. |
| Remarks: Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award ("RSU) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share. | |