Sec Form 4 Filing - BLOUNT JOHN @ LEVEL 3 COMMUNICATIONS INC - 2014-10-31

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 BLOUNT JOHN 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Regional President, NA (Last) (First) (Middle) 1025 ELDORADO BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2014 (Street) BROOMFIELD, CO80021 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 10/31/2014 A 311,549 ( 1 ) A $ 0 ( 1 ) 311,549 ( 2 ) D Common Stock 10/31/2014 F 183,211 D $ 46.91 128,338 D Common Stock 11/04/2014 S( 3 ) 54,610 D ( 3 ) $ 46.5552 ( 4 ) 73,728 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLOUNT JOHN 1025 ELDORADO BLVD BROOMFIELD, CO80021 Regional President, NA Signatures /s/ Neil J. Eckstein as Attorney in Fact 11/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were issued pursuant to an Agreement and Plan of Merger (the "merger agreement") among the Issuer, Saturn Merger Sub 1, LLC, Saturn Merger Sub 2, LLC and tw telecom inc. dated as June 15, 2014, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. In accordance with the terms of the merger agreement, Saturn Merger Sub 1, LLC was merged with and into tw telecom inc. (the "merger"), and thereafter, tw telecom inc. merged with and into Saturn Merger Sub 2, LLC, which then changed its name to tw telecom, llc, and tw telecom, llc became a wholly owned subsidiary of the Issuer. Each holder of tw telecom inc. common stock prior to the merger is receiving $10 in cash and 0.7 shares of the Issuer's common stock in exchange for each share of tw telcom inc. common stock held at the effective time of the merger. ( 2 )82,000 shares of Issuer common stock included in this total relate to time-based restricted stock awards ("RSAs") granted to the reporting person by tw telecom inc. in respect of 273,717 tw telecom inc. shares of common stock, which RSAs vested in connection with the closing of the merger, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. 119,946 shares of Issuer common stock included in this total relate to time-based restricted stock units ("RSUs") granted to the reporting person by tw telecom inc. in respect of 171,351 tw telecom inc. shares of common stock, which RSUs vested in connection with the closing of the merger, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 18, 2014. ( 4 )This is a weighted average price. The prices actually received ranged from $46.22 to $47.01. The Reporting Person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, 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).

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