West Corporation
WEST CORP (Form: 4, Received: 03/25/2013 20:41:58)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BERGER NANCEE R
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)
President and COO
(Last)          (First)          (Middle)

WEST CORP, 1108 MIRACLE HILLS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/2/2012
(Street)

OMAHA, NE 68154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 11/21/2012     M    128784   (4) A $5.47   (4) 269990   D    
Common Stock   (1) 11/21/2012     M    69636   (4) A $5.47   (4) 200354   D    
Common Stock   (1) 12/20/2012     J (2)    152898   (2) D $0   47456   (2) D    
Common Stock   (1) 12/20/2012     J (2)    152898   (2) A $0   152898   (2) I   By Nancee R. Berger Legacy Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Units     (3) 11/2/2012     A      7581.1627         (3)   (3) Common Stock   (1) 7581.1627   $25.36   186725.30   D    
Employee Stock Option (right to buy)   $5.47   (4) 11/21/2012     M         128784   (4)     (4)   (4) Common Stock   (1) 128784   (4) $0   (4) 0   D    
Stock Units     (3) 12/28/2012     A      7132.4444         (3)   (3) Common Stock   (1) 7132.444   $25.36   193857.74   D    
Stock Units     (3) 3/21/2013     A      18168.0873         (3)   (3) Common Stock   (1) 18168.0873   $20   212025.83   D    

Explanation of Responses:
( 1)  The Issuer effected a 1-for-8 reverse stock split on March 8, 2013. The number of shares of Common Stock, as well as derivatives of the Common Stock (including Stock Units and Stock Options) reported in this Form 4 have been adjusted to account for the reverse stock split.
( 2)  Represents transfer of shares to the Nancee R. Berger Legacy Trust.
( 3)  These stock units were granted under the Issuer's Nonqualified Deferred Compensation Plan and represent notional equity interests in the Issuer credited to the filing person's deferred compensation account. Each stock unit is the economic equivalent of one share of the Issuer's Common Stock. These stock units become payable, through the issuance of shares of the Issuer's Common Stock, on the date specified by the filing person, which can be no earlier than five years following the year of deferral for such shares or, if earlier, six months after the date the filing person separates from service with the Issuer or the date of death of the filing person.
( 4)  These options represent retained, or "rollover", options. In connection with the Issuer's recapitalization completed on October 24, 2006, the filing person elected to convert certain vested options in the Issuer into fully-vested options in the surviving corporation. No share-based compensation was recorded for these retained options, as these options were fully vested prior to the consummation of the recapitalization (which triggered the "rollover event"). These options expire on July 1, 2013, October 1, 2013 or January 2, 2014. On November 21, 2012, the filing person paid the exercise price on a cashless basis, resulting in the Issuer withholding of 69,636 of the shares to pay the exercise price and taxes, issuing to the filing person the remaining 59,148 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BERGER NANCEE R
WEST CORP
1108 MIRACLE HILLS DRIVE
OMAHA, NE 68154


President and COO

Signatures
/s/ Nancee R. Berger 3/25/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.