Sec Form 4 Filing - Etzler Joseph Scott @ WEST CORP - 2017-10-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Etzler Joseph Scott
2. Issuer Name and Ticker or Trading Symbol
WEST CORP [ WSTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President Unified Comm Svcs
(Last) (First) (Middle)
WEST CORPORATION, 11808 MIRACLE HILLS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2017
(Street)
OMAHA, NE68154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
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 10/10/2017 D 82,513.965 ( 1 ) D $ 23.5 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (Right to Buy) $ 25.52 10/10/2017 D( 2 ) 46,875 ( 2 ) 03/30/2022 Common Stock 46,875 ( 2 ) 0 D
Stock Option (Right to Buy) $ 33.52 10/10/2017 D( 2 ) 15,625 ( 2 ) 03/30/2022 Common Stock 15,625 ( 2 ) 0 D
Stock Option (Right to Buy) $ 22.06 10/10/2017 D( 3 ) 7,500 ( 3 ) 07/30/2023 Common Stock 7,500 ( 3 ) 0 D
Stock Option (Right to Buy) $ 22.18 10/10/2017 D( 3 ) 7,500 ( 3 ) 10/01/2023 Common Stock 7,500 ( 3 ) 0 D
Stock Option (Right to Buy) $ 25.28 10/10/2017 D( 2 ) 7,500 ( 2 ) 01/02/2014 Common Stock 7,500 ( 2 ) 0 D
Stock Option (Right to Buy) $ 24.15 10/10/2017 D( 2 ) 7,500 ( 2 ) 04/01/2024 Common Stock 7,500 ( 2 ) 0 D
Deferred Stock Units ( 4 ) 10/10/2017 D 89,142.1634 ( 4 ) ( 4 ) Common Stock 89,142.1634 ( 4 ) 0 D
Performance-based Restricted Stock Units ( 5 ) 10/10/2017 D 65,850 ( 5 ) ( 5 ) Common Stock 65,850 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Etzler Joseph Scott
WEST CORPORATION
11808 MIRACLE HILLS DRIVE
OMAHA, NE68154
President Unified Comm Svcs
Signatures
/s/ Joseph Scott Etzler(signed by Deneen Shadewald as Power of Attorney for Reporting Person) 10/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock that were cancelled and converted into the right to receive $23.50 per share pursuant to the merger agreement among the Issuer, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc., dated as of May 9, 2017 (the "Merger Agreement"). The right to receive the merger consideration with respect to 51,400 of the shares remains subject to certain vesting conditions.
( 2 )Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 in exchange for no consideration.
( 3 )Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 and converted into the right to receive an amount of cash equal to the product of (i) the number of shares issuable upon exercise of the option multiplied by (ii) the excess of $23.50 over the exercise price.
( 4 )Pursuant to the Merger Agreement and subject to the terms of the Issuer's Nonqualified Deferred Compensation Plan, as of the effective date of the merger, each deferred stock unit was cancelled and converted into the notional right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such deferred stock unit multiplied by (ii) $23.50 per share.
( 5 )Pursuant to the Merger Agreement, and subject to the terms of the applicable award agreement, each performance-based restricted stock unit was converted into the right to receive $23.50 per unit, subject to certain vesting conditions.

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