West Corporation
WEST CORP (Form: 4, Received: 03/28/2017 19:31:57)
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
Washington, D.C. 20549

OMB Number: 3235-0287
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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 *

Kempkes Rodney J.
2. Issuer Name and Ticker or Trading Symbol

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
(Last)          (First)          (Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)


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   3/24/2017     A    9280   (1) A $0.00   68474   D    
Common Stock   3/27/2017     S    2780   (2) D $23.94   (3) 65694   D    

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
Performance-based Restricted Stock Units     (4) 3/24/2017     A      13920   (4)        (4)   (4) Common Stock   13920   (4) $0.00   43920   D    

Explanation of Responses:
( 1)  Restricted stock granted under the terms of the West Corporation Amended and Restated 2013 Long-Term Incentive Plan. Under the terms of the restricted stock grant, the restricted stock vests as to one-fourth of the shares on each of the first four anniversary dates of March 1, 2017.
( 2)  These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.77 to $24.07, inclusive. The reporting person undertakes to provide to West Corporation, any security holder of West Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
( 4)  Performance-based restricted stock units granted under the terms of the West Corporation 2013 Amended and Restated Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive between zero and 1.75 shares of West common stock. Under the terms of the restricted stock unit grant, the restricted stock unit is subject to vesting based on the specified performance measure (total shareholder return) during the 3-year period beginning on March 1, 2017 and ending on February 29, 2020. Shares of West common stock will be delivered to the reporting person following the vesting date based on the specified performance measure.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Kempkes Rodney J.
OMAHA, NE 68154

Chief Administrative Officer

/s/ Rodney J. Kempkes (signed by Deneen Shadewald as Power of Attorney for Reporting Person) 3/28/2017
** 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).
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