Level 3 Communications Inc – ‘8-K’ for 4/1/07

On:  Thursday, 4/5/07, at 4:08pm ET   ·   For:  4/1/07   ·   Accession #:  794323-7-100   ·   File #:  0-15658

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     14K 
 2: EX-10       Exhibit 10.1 Form of Oso Master Award Agreement       13     52K 
 3: EX-10       Exhibit 10.2 Form of Deferred Issuance Stock Agt       8     32K 

8-K   —   Current Report on Form 8-K
Document Table of Contents

8-K
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CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES                          

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          

Date of Report (Date of earliest event reported):  April 1, 2007                

Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)

Delaware                            0-15658                           47-0210602
(State or other                (Commission File                    (IRS employer
jurisdiction of incorporation)      Number)                  Identification No.)

  1025 Eldorado Blvd., Broomfield, Colorado                                80021
   (Address of principal executive offices)                           (Zip code)

720-888-1000
 (Registrant's telephone number including area code)

Not applicable
(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions (see General Instruction A.2. below):                      

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
CFR 230.425)                                                      

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)                                                 

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))                              

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))                              

8-K
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;    
Appointment of Certain Officers; Compensatory Arrangements of Certain 
Officers                                                              

   Level 3 Communications, Inc. or Level 3 has revised its agreement for its
outperform stock options or OSOs issued to its employees on or after April 1,   
2007.                                                                           

    Pursuant to the terms of this agreement, we have made changes to the terms
of the OSOs, but not the mechanics for determining the value of an OSO on the   
date of settlement. Beginning in April 2007, OSOs awarded by Level 3 will have a
three year life and will vest 100% on the third anniversary of the date of the  
award and will fully settle on that date. In other words, recipients of these   
OSOs will not be able to voluntarily exercise the OSOs as they will settle      
automatically with value on the third anniversary of the date of the award or   
expire without value on that date. This type of instrument is sometimes referred
to as a "European style option." As mentioned above, the same mechanics for OSO 
valuations for awards made prior to April 2007 will be used for OSOs issued     
beginning April 1, 2007, except that all calculations will be completed one time
on the settlement date for OSOs issued beginning April 1, 2007. The Compensation
Committee of the Level 3 Board of Directors felt that this change provided a    
potentially longer holding period and better alignment of Level 3's long term   
incentive program with the interests of Level 3's stockholders. In addition, the
Compensation Committee believes that with these modifications that the program  
may be more easily understood and valued by both our employees and investors.   

The following awards of OSOs were made to the Level 3 Named Executive 
Officers from 2005 and Mr. Sunit S. Patel, Level 3's chief financial officer,   
effective April 1, 2007. The initial strike price for these OSO awards was      
$6.10.                                                                          

James Q. Crowe                  130,824                                         
Kevin J. O'Hara                 65,412                                          
Thomas C. Stortz                41,864                                          
Charles C. Miller, III          52,332                                          
Sunit S. Patel                  39,248                                          

Mr. Keith Coogan, a named executive officer in 2005, is no longer an  
employee of Level 3.                                                            

   The form of agreement is filed as Exhibit 10.1 to this Current Report and
is incorporated by reference as if set forth in full.                           

   Level 3 has revised its agreement for restricted stock units issued on or
after April 1, 2007. The modifications to this agreement relate to the mechanics
for how Level 3 may facilitate the issuance of shares upon restrictions lapsing 
on a "net" basis to reflect the withholding of shares to satisfy applicable     
withholding taxes.                                                              

The following awards of RSUs were made to the Level 3 Named Executive 
Officers from 2005 and Mr. Sunit S. Patel, Level 3's chief financial officer,   
effective April 1, 2007.                                                        

James Q. Crowe                  196,236                                         
Kevin J. O'Hara                 98,118                                          
Thomas C. Stortz                62,796                                          
Charles C. Miller, III          78,498                                          
Sunit S. Patel                  58,872                                          

Mr. Keith Coogan is no longer an employee of Level 3.                           

   The form of agreement is filed as Exhibit 10.2 to this Current Report and
is incorporated by reference as if set forth in full.                           

8-K
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Item 9.01. Financial Statements and Exhibits                                    

(a)   Financial Statements of Business Acquired None                    

(b)   Pro Forma Financial Information None                              

(c)   Shell Company Transactions None                                   

(d)   Exhibits                                                          

10.1  Form of OSO Master Award Agreement                    

  10.2  Form of Amended Master Deferred Issuance Stock Agreement

8-K
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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned, hereunto duly authorized.                                          

                              Level 3 Communications, Inc.

                              By:     /s/ Neil J. Eckstein
                                         Neil J. Eckstein, Senior Vice President

Date:  April 5, 2007                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/5/07		4
For Period End:		4/1/07		1		2			4
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