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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Embarq Corp | NYSE:EQ | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 42.06 | 0.00 | 01:00:00 |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Huber Dennis G |
2. Issuer Name
and
Ticker or Trading Symbol
Embarq CORP [ EQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer |
5454 W 110TH ST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
OVERLAND PARK, KS 66211 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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) |
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 | 7/1/2009 | D | 23998.6582 (1) | D | $0.00 | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
Restricted Stock Units | $0.00 | 7/1/2009 | D | 18614 (2) | (2) | (2) | Common Stock | 18614 | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00 | 7/1/2009 | D | 4629 (3) | (3) | (3) | Common Stock | 4629 | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00 | 7/1/2009 | D | 11219 (4) | (4) | (4) | Common Stock | 11219 | $0.00 | 0 | D | ||||
NQ Stock Option | $91.38 | 7/1/2009 | D | 3228 (5) | (5) | 1/3/2010 | Common Stock | 3228 | $0.00 | 0 | D | ||||
NQ Stock Option | $91.38 | 7/1/2009 | D | 2421 (6) | (6) | 1/24/2010 | Common Stock | 2421 | $0.00 | 0 | D | ||||
NQ Stock Option | $91.38 | 7/1/2009 | D | 428 (7) | (7) | 2/8/2010 | Common Stock | 428 | $0.00 | 0 | D | ||||
NQ Stock Option | $91.38 | 7/1/2009 | D | 995 (8) | (8) | 8/7/2010 | Common Stock | 995 | $0.00 | 0 | D | ||||
NQ Stock Option | $91.38 | 7/1/2009 | D | 17590 (9) | (9) | 5/11/2011 | Common Stock | 17590 | $0.00 | 0 | D | ||||
NQ Stock Option | $49.71 | 7/1/2009 | D | 9753 (10) | (10) | 2/8/2015 | Common Stock | 9753 | $0.00 | 0 | D | ||||
NQ Stock Option | $45.06 | 7/1/2009 | D | 19282 (11) | (11) | 2/7/2016 | Common Stock | 19282 | $0.00 | 0 | D | ||||
NQ Stock Option | $56.43 | 7/1/2009 | D | 15149 (12) | (12) | 2/22/2017 | Common Stock | 15149 | $0.00 | 0 | D | ||||
NQ Stock Option | $41.94 | 7/1/2009 | D | 23728 (13) | (13) | 3/2/2018 | Common Stock | 23728 | $0.00 | 0 | D |
Explanation of Responses: | |
( 1) | Exchanged for 32,876 shares of CenturyTel common stock plus cash in lieu of 2.1617 shares in several accounts. |
( 2) | This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27, 2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 25,502 units with the same remaining vesting schedule. |
( 3) | A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 11,625 units with the same remaining vesting schedule, but with no further performance adjustment. |
( 4) | A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 18,291 units with the same vesting schedule, but with no further performance adjustment. |
( 5) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,422 shares of CenturyTel common stock for $66.71 per share. |
( 6) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,316 shares of CenturyTel common stock for $66.71 per share. |
( 7) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 585 shares of CenturyTel common stock for $66.71 per share. |
( 8) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,363 shares of CenturyTel common stock for $66.71 per share. |
( 9) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 24,097 shares of CenturyTel common stock for $66.71 per share. |
( 10) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 13,361 shares of CenturyTel common stock for $36.29 per share. |
( 11) | This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 26,416 shares of CenturyTel common stock for $32.90 per share. |
( 12) | This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2008, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 20,754 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule. |
( 13) | This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 32,507 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule. |
Remarks:
Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award ("RSU) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Huber Dennis G
5454 W 110TH ST OVERLAND PARK, KS 66211 |
|
|
Chief Technology Officer |
|
Signatures
|
||
Kay Buchart, attorney-in-fact | 7/6/2009 | |
** 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 control number. |
1 Year Embarq Chart |
1 Month Embarq Chart |
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