Sec Form 13G Filing - Temasek Holdings (Private) Ltd filing for Lumen Technologies Inc. (LUMN) - 2021-06-01

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

Lumen Technologies, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

550241103

(CUSIP Number)

May 19, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Schedule 13G amends the Schedule 13D filed by Temasek Holdings (as defined herein) and the other reporting persons named therein, as originally filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2017, as subsequently amended and supplemented by Amendment No. 2 thereto filed with the Commission by the Reporting Persons on March 29, 2018, as amended and supplemented. The Reporting Persons, through Aranda and Everitt (each as defined below), have ceased to have the right to nominate one designee for election to the Issuer’s board of directors.

Lumen Technologies, Inc. (the “Issuer”)

100 CenturyLink Drive

Monroe, Louisiana 71203

Each of the Reporting Persons:

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Each of the Reporting Persons: Republic of Singapore

Common Stock, par value $1.00 per share (“Common Stock”)

550241103

Not applicable.

As of May 31, 2021:

As of May 31, 2021, 30,296,968 shares of the Common Stock, or approximately 2.7% of the outstanding Common Stock, were owned by Ellington Investments Pte. Ltd. (“Ellington”), and 46,452,120 shares of the Common Stock, or approximately 4.2% of the outstanding Common Stock, were owned by Everitt Investments Pte. Ltd. (“Everitt”). Ellington and Everitt are each wholly owned by Bartley, which in turn is wholly owned by Tembusu Capital. Therefore, each of Bartley and Tembusu Capital may be deemed to beneficially own the 76,749,088 shares of Common Stock, or approximately 6.9% of the outstanding Common Stock, owned in the aggregate by Everitt and Ellington.

As of May 31, 2021, 20,510,319 shares of the Common Stock, or approximately 1.9% of the outstanding Common Stock, were owned by Aranda Investments Pte. Ltd. (“Aranda”). Aranda is wholly owned by Seletar Investments Pte Ltd (“Seletar”), which in turn is wholly owned by Temasek Capital (Private) Limited (“Temasek Capital”). Therefore, each of Seletar and Temasek Capital may be deemed to beneficially own the 20,510,319 shares of Common Stock owned by Aranda.

Tembusu Capital and Temasek Capital are each wholly owned by Temasek Holdings. Therefore, Temasek Holdings may be deemed to beneficially own the 97,259,407 shares of Common Stock beneficially owned in aggregate by Tembusu Capital and Temasek Capital.

As of May 31, 2021:

Temasek Holdings: 8.8%

Tembusu Capital: 6.9%

Bartley: 6.9%

Percentages are based on 1,105,581,609 shares of Common Stock outstanding as of March 25, 2021, based on information reported by the Issuer in its Current Report on Form 8-K filed with the Commission on May 20, 2021.

With respect to the shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares of the Issuer, please see Item 4(a) above regarding qualifications as to beneficial ownership.

As of May 31, 2021:

0

Temasek Holdings: 8.8%

Tembusu Capital: 6.9%

Bartley: 6.9%

0

Temasek Holdings: 8.8%

Tembusu Capital: 6.9%

Bartley: 6.9%

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

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.

LIST OF EXHIBITS