Rodney J. Kempkes Form 4 WEST / Rodney J. Kempkes ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kempkes Rodney J.

(Last) (First) (Middle)

WEST CORPORATION

11808 MIRACLE HILLS DRIVE

(Street)

OMAHA NE 68154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEST CORP [ WSTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/10/2017		D		44,151(1)	D	$23.5	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)	$25.52	10/10/2017		D(2)			9,375	(2)	03/30/2022	Common Stock	9,375	(2)	0	D
Stock Option (Right to Buy)	$33.52	10/10/2017		D(2)			3,125	(2)	03/30/2022	Common Stock	3,125	(2)	0	D
Stock Option (Right to Buy)	$25.36	10/10/2017		D(2)			18,750	(2)	02/01/2023	Common Stock	18,750	(2)	0	D
Deferred Stock Units	(3)	10/10/2017		D			95,904.9485	(3)	(3)	Common Stock	95,904.9485	(3)	0	D
Performance-based Restricted Stock Units	(4)	10/10/2017		D			43,920	(4)	(4)	Common Stock	43,920	(4)	0	D

Explanation of Responses:

1. Represents shares of common stock that were cancelled and converted into the right to receive $23.50 per share pursuant to the merger agreement among the Issuer, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc., dated as of May 9, 2017 (the "Merger Agreement"). The right to receive the merger consideration with respect to 34,280 of the shares remains subject to certain vesting conditions.

2. Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 in exchange for no consideration.

3. Pursuant to the Merger Agreement and subject to the terms of the Issuer's Nonqualified Deferred Compensation Plan, as of the effective date of the merger, each deferred stock unit was cancelled and converted into the notional right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such deferred stock unit multiplied by (ii) $23.50 per share.

4. Pursuant to the Merger Agreement, and subject to the terms of the applicable award agreement, each performance-based restricted stock unit was converted into the right to receive $23.50 per unit, subject to certain vesting conditions.

Remarks:

	/s/ Rodney J. Kempkes (signed by Deneen Shadewald as Power of Attorney for Reporting Person)	10/12/2017
	** Signature of Reporting Person	Date
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