| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
| C/O CENTURYLINK, INC. |
| 100 CENTURYLINK DRIVE |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
CENTURYLINK, INC
[
CTL
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Ex. VP & CFO |
|
3. Date of Earliest Transaction
(Month/Day/Year)
02/20/2015
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 1.
Title of Security (Instr.
3)
|
2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
|
4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7.
Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock
|
02/20/2015 |
|
F |
|
4,452
|
D
|
$
37.02
|
179,657.4825
|
D
|
|
|
Common Stock
|
02/20/2015 |
|
D |
|
19,900
|
D
|
$
0
|
159,757.4825
|
D
|
|
|
Common Stock
|
02/23/2015 |
|
A |
|
40,266
|
A
|
$
0
|
200,023.4825
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
1,688.12
|
I
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by 401(k) Plan
|
|
Common Stock
|
|
|
|
|
|
|
|
9,095.644
|
I
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by ESOP
|
|
Common Stock
|
|
|
|
|
|
|
|
1,882.086
|
I
|
by PAYSOP
|
|
Common Stock
|
|
|
|
|
|
|
|
8,760.739
|
I
|
by Stock Bonus Plan
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
|
|
Hope M. Spencer, as Attorney-in-Fact for R. Stewart Ewing, Jr. |
02/24/2015 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
Power of Attorney
Know all by these presents, that the undersigned (the "Reporting Person") hereby constitutes and appoints each of Stacey W. Goff, James L. Butler, Gary Maxwell ("Max") Cox, Kay Buchart, Kamelia Oneth, Kenneth J. Najder, Kelly C. Simoneaux and Hope M. Spencer, signing individually, as the Reporting Person's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the Reporting Person, in the Reporting Person's capacity as an officer or director of CenturyLink, Inc. or any successor thereof (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) execute for and on behalf of the Reporting Person, in the Reporting Person's capacity as a security holder of the Company selling securities of the Company in accordance with Rule 144 under the Securities Act of 1933, a Form 144;
(3) do and perform any and all acts for and on behalf of the Reporting Person that may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely file such form with the United States Securities and Exchange Commission, and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such items and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The Reporting Person hereby ratifies and confirms any and all of the actions described above that have been taken by any of the named attorneys-in-fact prior to the date hereof.
The Reporting Person hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by the virtue of this Power of Attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Reporting Person, are not assuming, nor is the Company assuming, any of the Reporting Person's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.
This Power of Attorney shall be effective as of the date the Reporting Person becomes subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 with respect to holdings of and transactions in the securities of the Company, and shall remain in full force and effect until the Reporting Person is no longer, required to file Forms 3, 4, 5 or 144 with respect to the Reporting Person's holdings of and transactions in securities issued by the Company, unless earlier revoked by the Reporting Person in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney to be executed this 26th day of January, 2015.
/s/ R. Stewart Ewing, Jr.
By: R. Stewart Ewing, Jr.
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