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: PATEL SUNIT S (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-01	Common Stock	A	644892	—	Acquired	644892	Direct
2017-11-01	Common Stock	A	533699	—	Acquired	1178591	Direct
2017-11-01	Common Stock	D	387437	$17.85	Disposed	791154	Direct
2017-11-01	Common Stock	A	77742	$0.00	Acquired	868896	Direct
2017-11-01	Common Stock	A	67377	$0.00	Acquired	936273	Direct
2017-11-01	Common Stock	A	8538	—	Acquired	8538	Indirect
2017-11-01	Common Stock	A	1428	—	Acquired	1428	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 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.

F3: Effective immediately following the Merger, pursuant to an agreement between the Issuer and the Reporting Person, these RSUs were fully vested and converted to a deferred cash award, which will pay out in accordance with the original award payout schedule.

F4: Represents a grant of restricted stock that will vest on November 1, 2020, with payout ranging between 0-200% based on the level of achievement on two separate but equally-weighted performance criteria (one qualitative and one quantitative).

F5: Represents a grant of restricted stock that will vest on November 1, 2018.