SEC Form SC 13D/A filed by Lumen Technologies Inc. (Amendment)

10/12/22 4:02:39 PM ET

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SC 13D/A 1 ctl13d3.txt LUMAN TECHNOLOGIES, INC. - 13D AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 3 Lumen Technologies, Inc. (Formerly CenturyLink, Inc.) ________________________________________________________ (Name of Issuer) Common Stock _______________________________________________________ (Title of Class and Securities) 550241103 _______________________________________________________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and Andrew R. McCarroll General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 (901) 761-2474 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 2022 ___________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 550241103 13D _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS 00: Funds of investment advisory clients _____________________________________________________________________________ (5) CHECK BOX IF DISCOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee _____________________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 10,885,712 shares OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(8) SHARED OR NO VOTING POWER : 37,854,212 shares (Shared) : 0 shares (No Vote) __________________________________________ :(9) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 10,885,712 shares __________________________________________ :(10) SHARED DISPOSITIVE POWER : 37,854,212 shares (Shared) : 0 shares (None) _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,739,924 shares _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.7 % _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. 550241103 (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS 00: None _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States _____________________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(8) SHARED VOTING POWER : None __________________________________________ :(9) SOLE DISPOSITIVE POWER : None __________________________________________ :(10) SHARED DISPOSITIVE POWER : None _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0 % _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ Item 4. Purpose of Transaction This filing does not signal a loss of confidence in the core case at Lumen. We are disappointed in certain market communications items but believe that Lumen has the power to constructively clear things up and go on offense to grow and realize value per share, like it did last year with a large share repurchase. Our ownership of the company has now gone under 5%, as indicated with this filing. We intend to remain constructively engaged with the board and management of Lumen as warranted to help grow and realize value per share. Item 5. Interest In Securities of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 48,739,924 shares of the common stock of the Issuer, constituting approximately 4.7% of the 1,035,339,415 shares outstanding. Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Voting Authority Sole: 10,885,712 1.0% Shared: 37,854,212* 3.7% None: 0 0.0% Total 48,739,924 4.7% *Consists of shares owned by Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners Global Fund, series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, and other advisory clients. Dispositive Authority Sole: 10,885,712 1.0% Shared: 37,854,212* 3.7% None: 0 0.0% Total 48,739,924 4.7% *Consists of shares owned by Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners Global Fund a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, and other advisory clients. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by any Series of Longleaf Partners Funds Trust are reported in the "shared" category. (c) Purchase or sale transactions in the Securities during the past sixty days are disclosed on Schedule II. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) The reporting persons ceased to be the beneficial owner of more than five percent of the Securities on October 10,2022. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 12, 2022 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Initial Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Initial Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of October 12, 2022. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________________ Andrew R. McCarroll General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ SCHEDULE II Transactions in the Last Sixty Days Transaction Type Date # of Shares Price per Share* Sale 08/19/22 4,341 $11.03 Sale 08/19/22 4,262 $11.03 Sale 08/26/22 138,927 $10.80 Sale 08/26/22 1,754 $10.80 Sale 08/26/22 57,767 $10.80 Sale 08/29/22 5,246 $10.37 Sale 08/29/22 18,000 $10.37 Sale 08/29/22 18,000 $10.37 Sale 08/29/22 35,000 $10.37 Sale 08/29/22 2,000 $10.37 Sale 08/29/22 146,900 $10.37 Sale 08/29/22 14,682 $10.37 Sale 08/29/22 14,300 $10.37 Sale 08/29/22 106,600 $10.37 Sale 08/29/22 11,700 $10.37 Sale 08/29/22 19,500 $10.37 Sale 08/29/22 7,800 $10.37 Sale 08/29/22 31,200 $10.37 Sale 08/29/22 6,403 $10.37 Sale 08/29/22 6,522 $10.48 Sale 08/29/22 9,074 $10.37 Sale 08/29/22 179,576 $10.37 Sale 08/29/22 2,678 $10.48 Sale 08/29/22 3,726 $10.37 Sale 08/30/22 97,601 $10.08 Sale 08/30/22 52,000 $10.08 Sale 08/30/22 131,300 $10.08 Sale 08/30/22 10,400 $10.08 Sale 08/30/22 9,800 $10.08 Sale 08/30/22 15,400 $10.08 Sale 08/30/22 64,400 $10.08 Sale 08/30/22 15,600 $10.08 Sale 08/30/22 2,800 $10.08 Sale 08/30/22 7,000 $10.08 Sale 08/30/22 23,800 $10.08 Sale 08/30/22 7,090 $10.08 Sale 08/30/22 5,200 $10.08 Sale 08/30/22 2,800 $10.08 Sale 08/30/22 4,200 $10.08 Sale 08/30/22 11,200 $10.08 Sale 08/30/22 1,300 $10.08 Sale 08/30/22 3,274 $10.08 Sale 08/30/22 1,300 $10.08 Sale 08/30/22 3,900 $10.08 Sale 08/30/22 21,000 $10.08 Sale 08/30/22 3,000 $10.08 Sale 08/30/22 20,800 $10.08 Sale 08/30/22 3,000 $10.08 Sale 08/30/22 42,900 $10.08 Sale 08/30/22 10,400 $10.08 Sale 08/30/22 9,325 $10.02 Sale 08/30/22 182,515 $10.08 Sale 08/30/22 4,366 $10.12 Sale 08/31/22 339,509 $10.01 Sale 08/31/22 200,000 $10.01 Sale 08/31/22 13,051 $10.01 Sale 08/31/22 4,487 $10.06 Sale 08/31/22 137,015 $10.06 Sale 08/31/22 14,847 $10.04 Sale 08/31/22 1,842 $10.06 Sale 08/31/22 56,261 $10.06 Sale 08/31/22 6,097 $10.04 Sale 08/31/22 9,857 $10.01 Sale 08/31/22 27,143 $10.01 Sale 08/31/22 136,151 $10.01 Sale 08/31/22 53,740 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 2,000 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 2,000 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 2,000 $10.01 Sale 08/31/22 1,747 $10.01 Sale 08/31/22 1,857 $10.01 Sale 08/31/22 142 $10.01 Sale 08/31/22 857 $10.01 Sale 08/31/22 5,142 $10.01 Sale 08/31/22 6,037 $10.01 Sale 08/31/22 871 $10.01 Sale 08/31/22 1,000 $10.01 Sale 08/31/22 28,256 $10.01 Sale 08/31/22 471 $10.06 Sale 08/31/22 14,359 $10.06 Sale 08/31/22 1,556 $10.04 Sale 10/07/22 200,038 $6.70 Sales by Southeastern clients in the ordinary course of business on the New York Stock Exchange or through Electronic Communication Networks (ECNs). Additionally, our position was reduced by 9,687,618 shares as of October 10, 2022. * Net of commissions 1 1 SCHEDULE 13D - Lumen Technologies, Inc. (Issuer") 1

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Date	Price Target	Rating	Analyst
8/16/2024	$1.75 → $4.00	Equal Weight → Underweight	Wells Fargo
8/7/2024	$1.00 → $4.00	Sell → Neutral	Goldman
8/7/2024		Underweight → Neutral	JP Morgan
8/6/2024	$1.25 → $3.15	Sell → Neutral	Citigroup
7/1/2024	$1.00	Sell	Goldman
6/6/2023		Underperform → Mkt Perform	Raymond James
2/8/2023	$6.25 → $3.50	Neutral → Sell	Citigroup
12/6/2022	$6.00	Neutral	Goldman

SEC Form SC 13D/A filed by Lumen Technologies Inc. (Amendment)

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