Statement of Changes in Beneficial Ownership (4)
03 November 2017 - 11:17PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
STT CROSSING LTD
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2. Issuer Name
and
Ticker or Trading Symbol
LEVEL 3 COMMUNICATIONS INC
[
LVLT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
LES CASCADES BUILDING, EDITH CAVELL STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2017
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(Street)
PORT LOUIS, O4
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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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)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/1/2017
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J
(1)
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65031667
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D
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(1)
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0
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D
(2)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Disposition pursuant to the acquisition of the issuer, Level 3 Communications, Inc. ("Level 3"), by CenturyLink, Inc. ("CenturyLink") pursuant to an agreement and plan of merger, dated as of October 31, 2016 (the "Merger Agreement"), by and among Level 3, CenturyLink and two indirect wholly owned subsidiaries of CenturyLink. Pursuant to the Merger Agreement, each share of Level 3 common stock was converted into the right to receive $26.50 in cash and 1.4286 shares of CenturyLink common stock.
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(2)
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Temasek Holdings (Private) Limited ("Temasek") is the parent of Singapore Technologies Telemedia Pte Ltd, which is the direct parent of STT Communications Ltd, which is the parent of STT Crossing Ltd ("STT Crossing"), the designated filer. Because of the foregoing relationships, the direct and indirect parents of STT Crossing may be deemed to indirectly own the reported securities directly owned by STT Crossing. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STT CROSSING LTD
LES CASCADES BUILDING
EDITH CAVELL STREET
PORT LOUIS, O4
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X
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STT COMMUNICATIONS LTD
1 TEMASEK AVENUE #33-01
MILLENIA TOWER
SINGAPORE, U0 039192
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X
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SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD
1 TEMASEK AVENUE #33-01
MILLENIA TOWER
SINGAPORE, U0 039192
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X
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Temasek Holdings (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891
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X
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Signatures
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By: /s/ Johnny Ong Seng Huat, Director, STT Crossing Ltd
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11/3/2017
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**
Signature of Reporting Person
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Date
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By: /s/ Chan Jen Keet, Company Secretary, STT Communications Ltd
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11/3/2017
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**
Signature of Reporting Person
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Date
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By: /s/ Chan Jen Keet, Company Secretary, Singapore Technologies Telemedia Ptd Ltd
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11/3/2017
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**
Signature of Reporting Person
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Date
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By: /s/ Christina Choo Soo Shen, Authorized Signatory, Temasek Holdings (Private) Limited
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11/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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