Sec Form 4 Filing - STT CROSSING LTD @ LEVEL 3 COMMUNICATIONS INC - 2017-11-01

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
STT CROSSING LTD
2. Issuer Name and Ticker or Trading Symbol
LEVEL 3 COMMUNICATIONS INC [ LVLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LES CASCADES BUILDING, EDITH CAVELL STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2017
(Street)
PORT LOUIS, O4
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/01/2017 J( 1 ) 65,031,667 D 0 D ( 2 )
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
STT CROSSING LTD
LES CASCADES B UILDING
EDITH CAVELL STREET
PORT LOUIS, O4
X
STT COMMUNICATIONS LTD
1 TEMASEK AVENUE #33-01
MILLENIA TOWER
SINGAPORE, U0039192
X
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD
1 TEMASEK AVENUE #33-01
MILLENIA TOWER
SINGAPORE, U0039192
X
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Signatures
By: /s/ Johnny Ong Seng Huat, Director, STT Crossing Ltd 11/03/2017
Signature of Reporting Person Date
By: /s/ Chan Jen Keet, Company Secretary, STT Communications Ltd 11/03/2017
Signature of Reporting Person Date
By: /s/ Chan Jen Keet, Company Secretary, Singapore Technologies Telemedia Ptd Ltd 11/03/2017
Signature of Reporting Person Date
By: /s/ Christina Choo Soo Shen, Authorized Signatory, Temasek Holdings (Private) Limited 11/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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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