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^*

Keys Thomas Christopher

(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)
	EVP, COO - MetroPCS Business

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2013

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	05/03/2013		M		40,000	A	$11.49	173,783	D
Common Stock	05/03/2013		M		40,000	A	$11.01	213,783	D
Common Stock	05/03/2013		S⁽¹⁾		80,000	D	$17.5219⁽²⁾	133,783	D
Common Stock	05/06/2013		M		41,458	A	$11.01	175,241	D
Common Stock	05/06/2013		S⁽¹⁾		41,458	D	$17.6232⁽³⁾	133,783	D
Common Stock	05/07/2013		S⁽¹⁾		122,291	D	$17.6809⁽⁶⁾	11,492	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)	$11.49	05/03/2013		M			40,000	⁽⁴⁾	02/05/2023	Common Stock	40,000	$0	0	D
Stock Option (right to buy)	$11.01	05/03/2013		M			40,000	⁽⁵⁾	02/07/2022	Common Stock	40,000	$0	0	D
Stock Option (right to buy)	$11.01	05/06/2013		M			41,458	⁽⁵⁾	02/07/2022	Common Stock	41,458	$0	0	D

Explanation of Responses:

1. The sales reported for this Form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on December 7, 2012 and amended March 14, 2013.

2. The price reported in Column 4 is a weighted average sale price. These share were sold in multiple transactions at prices ranging from $17.45 to $17.65, inclusive. The reporting person undertakes to provide to the Issuer, 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 this footnote.

3. The price reported in Column 4 is a weighted average sale price. These share were sold in multiple transactions at prices ranging from $17.55 to $17.7101, inclusive. The reporting person undertakes to provide to the Issuer, 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 this footnote.

4. The option was granted on February 5, 2013. 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 Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013, by and among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA, Inc. and MetroPCS Communications, Inc., pursuant to the terms of an equity plan of MetroPCS Communications, Inc.

5. The option was granted on February 7, 2012. 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 Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013, by and among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA, Inc. and MetroPCS Communications, Inc., pursuant to the terms of an equity plan of MetroPCS Communications, Inc.

6. The price reported in Column 4 is a weighted average sale price. These share were sold in multiple transactions at prices ranging from $17.58 to $17.91, inclusive. The reporting person undertakes to provide to the Issuer, 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 this footnote.

	/s/ Catherine Noyes, as Attorney in Fact for Thomas C. Keys	05/07/2013
	** 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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