Lumen Technologies, Inc. — Major Shareholding Notification 2020

Dec 7, 2020

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 CenturyLink, Inc. d/b/a Lumen Technologies ________ (Name of Issuer) Common Stock _________ (Title of Class and Securities) 156700106 ________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and Andrew R. McCarroll General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 (901) 761-2474 ________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 2020 _______ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 156700106 13D ___________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________ (3) SEC USE ONLY ___________ (4) SOURCE OF FUNDS 00: Funds of investment advisory clients ___________ (5) CHECK BOX IF DISCOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 12,705,377 shares OWNED BY EACH REPORTING PERSON ______ WITH :(8) SHARED OR NO VOTING POWER : 42,906,307 shares (Shared) : 9,636,663 shares (No Vote) ______ :(9) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 27,961,696 shares ______ :(10) SHARED DISPOSITIVE POWER : 37,286,651 shares (Shared) : 0 shares (None) ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,248,347 shares ___________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.0 % ___________ (14) TYPE OF REPORTING PERSON IA ___________ CUSIP No. 156700106 13D ___________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________ (3) SEC USE ONLY ___________ (4) SOURCE OF FUNDS 00: None ___________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ______ WITH :(8) SHARED VOTING POWER : None ______ :(9) SOLE DISPOSITIVE POWER : None ______ :(10) SHARED DISPOSITIVE POWER : None ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) ___________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0 % ___________ (14) TYPE OF REPORTING PERSON IN ___________ Item 4. Purpose of Transaction Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 65,248,347 shares of the common stock of the Issuer, constituting approximately 6.0% of the 1,097,131,230 shares outstanding. Common % of outstanding Shares Common Shares Held __________ Voting Authority Sole: 12,705,377 1.2% Shared: 42,906,307 3.9% None: 9,636,663 0.9% Total 65,248,347 6.0% Consists of shares owned by Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners Global Fund, series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, and other advisory clients. Dispositive Authority Sole: 27,961,696 2.6% Shared: 37,286,651 3.4% None: 0 0.0% Total 65,248,347 6.0% Consists of shares owned by Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners Global Fund a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, and other advisory clients. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by any Series of Longleaf Partners Funds Trust are reported in the "shared" category. (c) Purchase or sale transactions in the Securities during the past sixty days are disclosed on Schedule II. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On December 3, 2020, Southeastern entered a Non-Disclosure Agreement with the Issuer for the limited purpose of facilitating discussions regarding the matters referenced in Southeastern's original 13D. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 7, 2020 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll ______ Andrew R. McCarroll General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______ Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Initial Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Initial Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of December 7, 2020. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll ______ Andrew R. McCarroll General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins ______ SCHEDULE II Transactions in the Last Sixty Days Transaction Type Date # of Shares Price per Share* Purchase 10/16/20 16,500 $9.86 Purchase 10/16/20 6,000 $9.86 Purchase 10/16/20 10,500 $9.86 Purchase 10/16/20 18,000 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 19,500 $9.86 Purchase 10/16/20 7,500 $9.86 Purchase 10/16/20 4,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 9,000 $9.86 Purchase 10/16/20 127,822 $9.86 Purchase 10/16/20 10,500 $9.86 Purchase 10/16/20 10,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 4,500 $9.86 Purchase 10/16/20 3,000 $9.86 Purchase 10/16/20 19,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 7,500 $9.86 Purchase 10/16/20 3,000 $9.86 Purchase 10/16/20 3,000 $9.86 Purchase 10/16/20 57,000 $9.86 Purchase 10/16/20 3,000 $9.86 Purchase 10/16/20 4,500 $9.86 Purchase 10/16/20 4,500 $9.86 Purchase 10/16/20 1,500 $9.86 Purchase 10/16/20 12,000 $9.86 Purchase 10/16/20 9,000 $9.86 Purchase 10/16/20 3,000 $9.86 Purchase 10/19/20 13,942 $9.92 Purchase 10/19/20 39,360 $9.78 Purchase 10/19/20 5,041 $9.93 Purchase 10/19/20 14,232 $9.78 Purchase 10/19/20 8,686 $9.92 Purchase 10/19/20 24,521 $9.78 Purchase 10/19/20 16,649 $9.93 Purchase 10/19/20 47,002 $9.78 Purchase 10/19/20 732 $9.92 Purchase 10/19/20 2,068 $9.78 Purchase 10/19/20 18,769 $9.93 Purchase 10/19/20 52,986 $9.78 Purchase 10/19/20 6,974 $9.92 Purchase 10/19/20 19,687 $9.78 Purchase 10/19/20 4,745 $9.93 Purchase 10/19/20 13,396 $9.78 Purchase 10/19/20 1,937 $9.93 Purchase 10/19/20 5,469 $9.78 Purchase 10/19/20 7,533 $9.93 Purchase 10/19/20 21,266 $9.78 Purchase 10/19/20 114,497 $9.93 Purchase 10/19/20 323,241 $9.78 Purchase 10/19/20 9,936 $9.92 Purchase 10/19/20 28,049 $9.78 Purchase 10/19/20 9,704 $9.92 Purchase 10/19/20 27,396 $9.78 Purchase 10/19/20 2,027 $9.93 Purchase 10/19/20 5,721 $9.78 Purchase 10/19/20 3,732 $9.92 Purchase 10/19/20 10,535 $9.78 Purchase 10/19/20 1,381 $9.93 Purchase 10/19/20 3,897 $9.78 Purchase 10/19/20 313 $9.93 Purchase 10/19/20 885 $9.78 Purchase 10/19/20 18,436 $9.92 Purchase 10/19/20 52,048 $9.78 Purchase 10/19/20 451 $9.93 Purchase 10/19/20 1,273 $9.78 Purchase 10/19/20 705 $9.93 Purchase 10/19/20 1,991 $9.78 Purchase 10/19/20 496 $9.92 Purchase 10/19/20 1,400 $9.78 Purchase 10/19/20 1,092 $9.92 Purchase 10/19/20 3,081 $9.78 Purchase 10/19/20 1,567 $9.93 Purchase 10/19/20 4,425 $9.78 Purchase 10/19/20 68,347 $9.93 Purchase 10/19/20 192,951 $9.78 Purchase 10/19/20 2,318 $9.92 Purchase 10/19/20 6,545 $9.78 Purchase 10/19/20 671 $9.93 Purchase 10/19/20 1,895 $9.78 Purchase 10/19/20 1,838 $9.92 Purchase 10/19/20 5,188 $9.78 Purchase 10/19/20 600 $9.92 Purchase 10/19/20 1,692 $9.78 Purchase 10/19/20 51,959 $9.93 Purchase 10/19/20 146,689 $9.78 Purchase 10/19/20 2,717 $9.93 Purchase 10/19/20 7,671 $9.78 Purchase 10/19/20 3,273 $9.93 Purchase 10/19/20 9,242 $9.78 Purchase 10/19/20 3,205 $9.93 Purchase 10/19/20 9,050 $9.78 Purchase 10/19/20 562 $9.92 Purchase 10/19/20 1,587 $9.78 Purchase 10/19/20 11,805 $9.93 Purchase 10/19/20 33,329 $9.78 Purchase 10/19/20 8,552 $9.92 Purchase 10/19/20 24,142 $9.78 Purchase 10/19/20 1,963 $9.93 Purchase 10/19/20 5,540 $9.78 Purchase 10/19/20 12,045 $9.93 Purchase 10/19/20 34,005 $9.78 Purchase 10/28/20 134,742 $8.75 Sale 10/30/20 45,783 $8.58 Purchase 12/01/20 110,886 $10.55 Purchase 12/01/20 40,528 $10.55 Sales and Purchases by Southeastern clients in the ordinary course of business on the New York Stock Exchange or through Electronic Communication Networks (ECNs). * Net of commissions 1 1 SCHEDULE 13D - Lumen Technologies ("Issuer") 1