13D Filing: Corvex Capital and Centurylink Inc (CTL)

The call options referenced above are over-the-counter market American-style call options referencing an aggregate of 4,000,000 Shares, which have an exercise price of $28 per Share and expire on October 20, 2017, and over-the-counter market American-style call options referencing an aggregate of 8,000,000 Shares, which have an exercise price of $30 per Share and expire on October 20, 2017.

In addition, as previously reported, Corvex sold over-the-counter market American-style put options referencing an aggregate of 4,000,000 Shares, which have an exercise price of $22 per Share and expire on October 20, 2017.

On June 12, 2017, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired, and on June 16, 2017, the Reporting Persons exercised the equity forward purchase contracts previously reported in Item 5, and as a result acquired 15,271,943 Shares.

(c) The disclosure above and in Item 4 regarding the exercise of the equity forward purchase contracts is incorporated by reference herein.  On June 16, 2017, the Reporting Persons acquired an additional 1,000,000 Shares in the open market at an average price per Share of $25.91 including commissions.  Except as set forth herein or in the Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.