Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Green Richard B
  2. Issuer Name and Ticker or Trading Symbol
Embarq CORP [EQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
(Last)
(First)
(Middle)
5454 W 110TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2009
(Street)

OVERLAND PARK, KS 66211
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/01/2009   D(1)   7,942.4682 D $ 0 0 D  

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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 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
Restricted Stock Units $ 0 07/01/2009   D     7,188 (2)   (2)   (2) Common Stock 7,188 $ 0 0 D  
Restricted Stock Units $ 0 07/01/2009   D     2,305 (3)   (3)   (3) Common Stock 2,305 $ 0 0 D  
Restricted Stock Units $ 0 07/01/2009   D     4,332 (4)   (4)   (4) Common Stock 4,332 $ 0 0 D  
NQ Stock Option $ 91.38 07/01/2009   D     1,345 (5)   (5) 01/03/2010 Common Stock 1,345 $ 0 0 D  
NQ Stock Option $ 91.38 07/01/2009   D     1,022 (6)   (6) 01/24/2010 Common Stock 1,022 $ 0 0 D  
NQ Stock Option $ 91.38 07/01/2009   D     92 (7)   (7) 02/08/2010 Common Stock 92 $ 0 0 D  
NQ Stock Option $ 91.38 07/01/2009   D     632 (8)   (8) 08/07/2010 Common Stock 632 $ 0 0 D  
NQ Stock Option $ 91.38 07/01/2009   D     3,488 (9)   (9) 05/11/2011 Common Stock 3,488 $ 0 0 D  
NQ Stock Option $ 16.08 07/01/2009   D     1,008 (10)   (10) 03/27/2013 Common Stock 1,008 $ 0 0 D  
NQ Stock Option $ 21.9 07/01/2009   D     2,017 (11)   (11) 03/27/2013 Common Stock 2,017 $ 0 0 D  
NQ Stock Option $ 33.34 07/01/2009   D     1,372 (12)   (12) 02/10/2014 Common Stock 1,372 $ 0 0 D  
NQ Stock Option $ 33.86 07/01/2009   D     686 (13)   (13) 02/10/2014 Common Stock 686 $ 0 0 D  
NQ Stock Option $ 45.19 07/01/2009   D     3,493 (14)   (14) 02/08/2015 Common Stock 3,493 $ 0 0 D  
NQ Stock Option $ 45.06 07/01/2009   D     7,446 (15)   (15) 02/07/2016 Common Stock 7,446 $ 0 0 D  
NQ Stock Option $ 56.43 07/01/2009   D     5,850 (16)   (16) 02/22/2017 Common Stock 5,850 $ 0 0 D  
NQ Stock Option $ 60.98 07/01/2009   D     1,670 (17)   (17) 02/22/2017 Common Stock 1,670 $ 0 0 D  
NQ Stock Option $ 41.94 07/01/2009   D     9,163 (18)   (18) 03/02/2018 Common Stock 9,163 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Green Richard B
5454 W 110TH STREET
OVERLAND PARK, KS 66211
      Controller  

Signatures

 Kay Buchart, attorney-in-fact   07/06/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Exchanged for 10,881 shares of CenturyTel common stock plus cash in lieu of 0.1814 shares.
(2) This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27, 2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 9,848 units with the same vesting schedule.
(3) A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 5,789 units with the same remaining vesting schedule, but with no further performance adjustment.
(4) A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 7,063 units with the same remaining vesting schedule, but with no further performance adjustment.
(5) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,842 shares of CenturyTel common stock for $66.71 per share.
(6) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,400 shares of CenturyTel common stock for $66.71 per share.
(7) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 126 shares of CenturyTel common stock for $66.71 per share.
(8) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 865 shares of CenturyTel common stock for $66.71 per share.
(9) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,777 shares of CenturyTel common stock for $66.71 per share.
(10) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,380 shares of CenturyTel common stock for $11.74 per share.
(11) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,763 shares of CenturyTel common stock for $15.99 per share.
(12) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,879 shares of CenturyTel common stock for $24.34 per share.
(13) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 939 shares of CenturyTel common stock for $24.72 per share.
(14) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,785 shares of CenturyTel common stock for $32.99 per share.
(15) This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 10,201 shares of CenturyTel common stock for $32.90 per share.
(16) This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2008, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 8,014 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
(17) This option, which provided for vesting in 2 equal annual installments beginning on February 22, 2008, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,287 shares of CenturyTel common stock for $44.52 per share with the same remaining vesting schedule.
(18) This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 12,553 shares of CenturyTel common stock for $30.62 per share with the same vesting schedule.
 
Remarks:
Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award ("RSU) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share.

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