Lumen Technologies, Inc. — Director's Dealing 2011

Jun 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTURYLINK, INC (CTL)
CIK: 0000018926
Period of Report: 2011-05-31

Reporting Person: COLE DAVID D (Sr. VP - Operations Support)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-31	Common Stock	A	26449	—	Acquired	149410.6138	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-31	Performance-based restricted stock units	$	A	13225	Acquired		Common Stock (13225)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5925	Indirect
Common Stock	12051.7486	Indirect
Common Stock	1992.7876	Indirect
Common Stock	2141.9424	Indirect
Common Stock	842.4286	Indirect
Common Stock	11190.9058	Indirect
Common Stock	3548.5077	Indirect

Footnotes

F1: One-half of the grant vests in three equal annual installments beginning on May 31, 2012, and one-half vests on May 31, 2014 based upon satisfaction of performance conditions related to the issuer's total relative shareholder return for 2011, 2012 and 2013, provided that the reporting person remains employed by the issuer over the vesting period (except in the case of death, disability or certain terminations of employment following a change of control).

F2: Includes ESPP purchases through May 31, 2011.

F3: The reporting person disclaims beneficial ownership of these shares.

F4: Each unit represents a contingent right to receive a share of the issuer's common stock. Vesting will occur on May 31, 2014 based upon satisfaction of performance conditions related to the issuer's total relative shareholder return for 2011, 2012 and 2013, provided that the reporting person remains employed by the issuer over the vesting period (except in the case of death, disability or certain terminations of employment following a change of control).