Sec Form 4 Filing - Raney W Grant @ WINDSTREAM CORP - 2012-02-08

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 Raney W Grant 2. Issuer Name and Ticker or Trading Symbol WINDSTREAM CORP [ WIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP-Network Operations (Last) (First) (Middle) 4001 RODNEY PARHAM ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2012 (Street) LITTLE ROCK, AR72212 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 ) 02/15/2012 02/15/2012 A 4,746 A $ 12.41 217,115 D Common Stock ( 2 ) 02/15/2012 02/15/2012 F 10,910 D $ 12.41 206,205 D Common Stock ( 3 ) 02/08/2012 02/08/2012 A 3,416 A $ 12.44 19,873 I By Wife Common Stock ( 4 ) 02/15/2012 02/15/2012 F 1,605 D $ 12.41 18,268 I By Wife

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Raney W Grant 4001 RODNEY PARHAM ROAD LITTLE ROCK, AR72212 EVP-Network Operations Signatures /s/ W. Grant Raney 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired in connection with the vesting of a performance-based restricted stock unit awarded in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to SEC Rule 16b-3. ( 2 )The shares disposed were withheld by Windstream Corporation for payment of tax liability incidental to the vesting of time based restricted stock, performance based restricted stock, and performance based restricted stock units in a transaction exempt in accordance with SEC Rule 16b-3. ( 3 )These shares were issued under an equity incentive plan in accordance with Rule 16b-3(d) and are subject to a substantial risk of forfeiture until vested. One hundred percent (100%) of the shares vest ratably in 1/3 increments on February 15, 2013, 2014 and 2015 if the individual remains employed with the Company through such vesting dates. ( 4 )The shares disposed were withheld by Windstream Corporation for payment of tax liability incidental to the vesting of time based restricted stock in a transaction exempt in accordance with SEC Rule 16b-3.

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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