1. Name and Address of Reporting Person
*
Huber Dennis G
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2. Issuer Name
and
Ticker or Trading Symbol
Embarq CORP
[
EQ
]
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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
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(Last)
(First)
(Middle)
5454 W 110TH ST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2009
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(Street)
OVERLAND PARK, KS 66211
(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)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Exchanged for 32,876 shares of CenturyTel common stock plus cash in lieu of 2.1617 shares in several accounts.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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(
8)
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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.
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(
9)
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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.
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(
10)
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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.
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(
11)
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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.
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(
12)
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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.
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(
13)
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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.
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