Embarq CORP 4

Accession 0001181431-09-034419

CIK 0001350031operating

View on SEC.gov Company Profile

Filed

Jul 5, 8:00 PM ET

Accepted

Jul 6, 6:21 PM ET

Size

45.6 KB

Accession

0001181431-09-034419

Insider Transaction Report

Form 4

Period: 2009-07-01

Embarq CORPEQ

GERKE THOMAS A

President & CEO

Transactions

Disposition to Issuer
Restricted Stock Units
2009-07-01−45,080→ 0 total
Exercise: $0.00→ Common Stock (45,080 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−8,621→ 0 total
Exercise: $91.38Exp: 2011-05-11→ Common Stock (8,621 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−4,237→ 0 total
Exercise: $33.86Exp: 2014-02-10→ Common Stock (4,237 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−49,292→ 0 total
Exercise: $49.72Exp: 2015-02-08→ Common Stock (49,292 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−2,152→ 0 total
Exercise: $91.38Exp: 2010-01-03→ Common Stock (2,152 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−9,495→ 0 total
Exercise: $48.10Exp: 2013-03-27→ Common Stock (9,495 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−8,474→ 0 total
Exercise: $33.34Exp: 2014-02-10→ Common Stock (8,474 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−36,069→ 0 total
Exercise: $56.43Exp: 2017-02-22→ Common Stock (36,069 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−672→ 0 total
Exercise: $91.38Exp: 2010-08-07→ Common Stock (672 underlying)
Disposition to Issuer
Common Stock
2009-07-01−64,038.782→ 0 total
Disposition to Issuer
NQ Stock Option
2009-07-01−95,338→ 0 total
Exercise: $41.94Exp: 2018-03-02→ Common Stock (95,338 underlying)
Disposition to Issuer
Restricted Stock Units
2009-07-01−74,792→ 0 total
Exercise: $0.00→ Common Stock (74,792 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−1,883→ 0 total
Exercise: $91.38Exp: 2010-01-24→ Common Stock (1,883 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−2,638→ 0 total
Exercise: $46.09Exp: 2012-02-11→ Common Stock (2,638 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−2,654→ 0 total
Exercise: $48.10Exp: 2012-02-19→ Common Stock (2,654 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−69,565→ 0 total
Exercise: $45.06Exp: 2016-02-07→ Common Stock (69,565 underlying)
Disposition to Issuer
Restricted Stock Units
2009-07-01−11,021→ 0 total
Exercise: $0.00→ Common Stock (11,021 underlying)
Disposition to Issuer
NQ Stock Option
2009-07-01−345→ 0 total
Exercise: $91.38Exp: 2010-02-08→ Common Stock (345 underlying)

Footnotes (18)

[F1]Exchanged for 87,732 shares of CenturyTel common stock plus cash in lieu of 1.1311 shares in two separate accounts.
[F10]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,635 shares of CenturyTel common stock for $35.11 per share.
[F11]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 13,007 shares of CenturyTel common stock for $35.11 per share.
[F12]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,804 shares of CenturyTel common stock for $24.72 per share.
[F13]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 11,609 shares of CenturyTel common stock for $24.34 per share.
[F14]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 67,530 shares of CenturyTel common stock for $36.30 per share.
[F15]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 95,304 shares of CenturyTel common stock for $32.90 per share.
[F16]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 49,414 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
[F17]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 130,613 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule.
[F18]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 920 shares of CenturyTel common stock for $66.71 per share.
[F2]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 102,466 units with the same vesting schedule.
[F3]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 27,677 units with the same remaining vesting schedule, but with no further performance adjustment.
[F4]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 73,494 units with the same remaining vesting schedule, but with no further performance adjustment.
[F5]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,948 shares of CenturyTel common stock for $66.71 per share.
[F6]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,579 shares of CenturyTel common stock for $66.71 per share.
[F7]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 472 shares of CenturyTel common stock for $66.71 per share.
[F8]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 11,809 shares of CenturyTel common stock for $66.71 per share.
[F9]This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,614 shares of CenturyTel common stock for $33.65 per share.

Documents

1 file

4
rrd247072.xmlPrimary
EXIT FORM 4, MERGER

Issuer

Embarq CORP

CIK 0001350031

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001350031

Filing Metadata

Form type: 4
Filed: Jul 5, 8:00 PM ET
Accepted: Jul 6, 6:21 PM ET
Size: 45.6 KB

View on SEC.gov