Lumen Technologies, Inc. — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTURYLINK, INC (CTL)
CIK: 0000018926
Period of Report: 2017-11-01

Reporting Person: STOREY JEFFREY K (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-01	Common Stock	A	846264	—	Acquired	846264	Direct
2017-11-01	Common Stock	A	1038814	—	Acquired	1885078	Direct
2017-11-01	Common Stock	A	542590	$0.00	Acquired	2427668	Direct
2017-11-01	Common Stock	A	4722	—	Acquired	4722	Indirect

Footnotes

F1: On 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.

F2: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding Level 3 restricted stock unit award held by the Reporting Person 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. Pursuant to an agreement between the Issuer and the Reporting Person, 875,432 of the RSUs were fully vested immediately following the Merger, although they will continue pay out in accordance with their original payout schedule.

F3: Represents a grant of restricted stock (40% time-based and 60% performance-based) that will vest on February 1, 2019, with payout on the performance-based portion ranging between 0-200% depending upon the extent to which the performance metric is achieved.