Sec Form 4 Filing - YOUNG ROSCOE C II @ tw telecom inc. - 2012-12-28

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 YOUNG ROSCOE C II 2. Issuer Name and Ticker or Trading Symbol tw telecom inc. [ TWTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 23 LAURELWOOD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2012 (Street) BERNARDVILLE, NJ07924 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 ( 1 ) 12/28/2012 12/28/2012 M 2,500 A $ 19.01 2,500 D Common Stock 12/28/2012 12/28/2012 S 2,500 D $ 25.36 ( 2 ) 0 D Common Stock ( 1 ) 12/28/2012 12/28/2012 M 2,500 D $ 19.93 2,500 D Common Stock 12/28/2012 12/28/2012 S 2,500 D $ 25.36 ( 2 ) 0 D Common Stock ( 1 ) 12/28/2012 12/28/2012 S 15,000 D $ 25.36 ( 2 ) 25,000 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 Non-Qualified Stock Option (right to buy) $ 19.01 12/28/2012 12/28/2012 M 2,500 09/29/2006 09/28/2013 Common Stock 2,500 $ 19.01 0 D Non-Qualified Stock Options (right to buy) $ 19.93 12/28/2012 12/28/2012 M 2,500 12/29/2006 12/28/2013 Common Stock 2,500 $ 19.93 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YOUNG ROSCOE C II 23 LAURELWOOD DRIVE BERNARDVILLE, NJ07924 X Signatures Tina Davis as Attorney-in-Fact for Roscoe C. Young, II 12/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction pursuant to the terms of a Rule 10b5-1 plan. The options exercised expire within less than a year. ( 2 )The reported price is a weighted average of the total shares sold. The shares were sold at a price ranging from $25.21 to $25.51 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

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).

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