SEC FORM 4

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^*

Stachiw Mark Atkerson

(Last)

(First)

(Middle)

C/O T-MOBILE US, INC.

12920 SE 38TH STREET

(Street)

BELLEVUE

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)
	GC, Secretary & Vice Chairman

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2013		F		29,628⁽¹⁾⁽²⁾	D	$15.58	63,105⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.21⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	9,450⁽⁴⁾⁽⁵⁾		9,450	D
Stock Option (right to buy)	$24.31⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	21,198⁽⁴⁾⁽⁵⁾		21,198	D
Stock Option (right to buy)	$20.77⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	26,354⁽⁴⁾⁽⁵⁾		26,354	D
Stock Option (right to buy)	$6.21⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	30,000⁽⁴⁾⁽⁵⁾		30,000	D
Stock Option (right to buy)	$4.65⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	42,500⁽⁴⁾⁽⁵⁾		42,500	D
Stock Option (right to buy)	$6.21⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	43,608⁽⁴⁾⁽⁵⁾		43,608	D
Stock Option (right to buy)	$14.57⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	44,612⁽⁴⁾⁽⁵⁾		44,612	D
Stock Option (right to buy)	$11.49⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	55,000⁽⁴⁾⁽⁵⁾		55,000	D
Stock Option (right to buy)	$2.85⁽⁴⁾							⁽⁵⁾	07/31/2013	Common Stock	60,000⁽⁴⁾⁽⁵⁾		60,000	D
Stock Option (right to buy)	$20.71⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	65,000⁽⁴⁾⁽⁵⁾		65,000	D
Stock Option (right to buy)	$11.01⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	65,000⁽⁴⁾⁽⁵⁾		65,000	D
Stock Option (right to buy)	$37.91⁽⁴⁾							⁽⁵⁾	10/31/2013	Common Stock	103,500⁽⁴⁾⁽⁵⁾		103,500	D

Explanation of Responses:

1. Shares withheld to satisfy the minimum statutory tax withholding requirements on the vesting of restricted stock.

2. 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.

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 Mark A. Stachiw	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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