SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Keys Thomas Christopher

(Last) (First) (Middle)
C/O T-MOBILE US, INC.
12920 SE 38TH STREET

(Street)
BELLEVUE WA 98006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ]
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
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013
4. If Amendment, Date of 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
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 04/30/2013 F 58,730(1)(2) D $15.58 173,783(3) D
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 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: 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 Option (right to buy) $4.65(4) (5) 03/04/2020 Common Stock 39,844(4)(5) 39,844 D
Stock Option (right to buy) $37.91(4) (5) 04/18/2017 Common Stock 88,875(4)(5) 88,875 D
Stock Option (right to buy) $11.01(4) (5) 02/07/2022 Common Stock 81,458(4)(5) 81,458 D
Stock Option (right to buy) $11.49(4) (5) 02/05/2023 Common Stock 100,000(4)(5) 100,000 D
Stock Option (right to buy) $20.71(4) (5) 02/28/2021 Common Stock 115,000(4)(5) 115,000 D
Stock Option (right to buy) $20.77(4) (5) 03/04/2019 Common Stock 147,500(4)(5) 147,500 D
Stock Option (right to buy) $55.43(4) (5) 08/08/2017 Common Stock 200,000(4)(5) 200,000 D
Stock Option (right to buy) $24.31(4) (5) 03/07/2018 Common Stock 282,560(4)(5) 282,560 D
Explanation of Responses:
1. The number of shares subject to the reporting person's restricted stock awards has been adjusted to reflect the reverse stock split implemented pursuant to the Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013 (the "Agreement"), by and among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA, Inc. and MetroPCS Communications, Inc. The vesting of these restricted stock awards was accelerated in connection with the closing of the transactions contemplated by the Agreement, pursuant to the terms of an equity plan of MetroPCS Communications, Inc. (the "Plan"). Under the terms of the Agreement, the reporting person also received a cash payment of $4.0491 per share on a pre-reverse stock split basis with respect to vested shares held pursuant to the awards.
2. Shares withheld to satisfy the minimum statutory tax withholding requirements on the vesting of restricted stock.
3. The number of shares has been adjusted to reflect the reverse stock split implemented pursuant to the Agreement.
4. The exercise price of and number of shares subject to this stock option have been adjusted to reflect the reverse stock split implemented and cash payments made pursuant to the Agreement.
5. To the extent not already vested as of April 30, 2013, the vesting of this stock option was accelerated in connection with the closing of the transactions contemplated by the Agreement, pursuant to the terms of the Plan.
/s/ Catherine Noyes, as Attorney in Fact for Thomas C. Keys 05/02/2013
** 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).
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