8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2014

SPRINT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-04721	46-1170005
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6200 Sprint Parkway
Overland Park, Kansas 66251

(Address of principal executive offices, including zip code)

(800) 829-0965

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2014, Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) (the “Company”), a subsidiary of Sprint Corporation, and Steven L. Elfman, President – Products and Services, entered into an amendment (the “Amendment”) to Mr. Elfman’s employment agreement (the “Agreement”), which had previously been amended on November 16, 2012 and September 10, 2013 (the “Second Amendment”). The Amendment provides, contingent on Mr. Elfman’s execution of a general release in favor of the Company, as follows:

• Mr. Elfman shall receive the benefits outlined in the Second Amendment to his Agreement subject to his remaining employed through August 15, 2014, his resignation thereof, and the commencement of a Restricted Period of 29 months beginning immediately thereafter;

• Subject to the aforementioned employment and resignation condition, the Company waives the 30-day advance notice of resignation requirement in the Agreement, and Mr. Elfman shall also receive: (a)    continued vesting through January 2, 2015 of (i) his 2012 long-term incentive plan performance unit award; and (ii) his 2014 short-term incentive plan award and the 2013 long-term incentive plan restricted stock unit award, with proration of same through January 2, 2015, and, as applicable, payable based on actual performance; (b)    a 90-day post termination exercise period for vested stock options beginning on January 2, 2015; and (c)    continuation through January 2, 2015 of his base salary on a bi-weekly basis and of certain benefits he had in effect on August 15, 2014 on the same terms and conditions as if he had remained employed through January 2, 2015.

Mr. Elfman has announced his retirement effective August 16, 2014. The Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPRINT CORPORATION
Date: August 4, 2014
	By:	/s/ Timothy O’Grady
	Name:	Timothy O’Grady
	Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit No. Description

10.1 Third Amendment to the Amended and Restated Employment Agreement, effective August 1, 2014, by and between Steven L. Elfman and Sprint Communications, Inc.

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT

TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Third Amendment (the “Amendment” to that AMENDED AND RESTATED EMPLOYMENT AGREEMENT made and entered into on December 31, 2008 and amended on November 16, 2012, and on September 10, 2013 (the “Second Amendment”) by and between Sprint Nextel Corporation, now known as Sprint Communications, Inc. (the “Company”), and Steven L. Elfman (the “Agreement”) is entered into and effective as of August 1, 2014. Certain capitalized terms shall have the meaning ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Executive and the Company desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged:

1. The Preamble shall be amended as follows (with underline indicating new material and strikethrough indicating deletion):

WHEREAS, the Executive serves as President – Network, Technology and Operations and WholesaleProducts and Services; and

2. Section (I) of the Second Amendment shall be changed to read (with underline indicating new material and strikethrough indicating deletion):

(I) continued employment through the earlier of (a) January 2, 2015August 15, 2014 (the “Retention Date”) with his resignation thereof, and (b) the termination of Executive’s employment by the Company not for Cause, by Executive’s death or Disability or by the Executive for Good Reason in connection with a Change in Control occurring after the Amendment Date;

3. If Executive meets the conditions outlined in the Second Amendment (including timely execution of a general release and non-revocation thereof), as modified by this Amendment:

a. The requirement in Section 2 of the Agreement for Executive to provide 30 days’ advance written notice of his intent to terminate his employment is waived; and

b. Section 29(oo) of the Agreement shall be changed to read (with underline indicating new material and strikethrough indicating deletion):

(oo) “Restricted Period” means the 249-month period following the Executive’s date of termination of employment with the Company for any

reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive.

; and

c. Executive shall also receive:

i. Continuation through January 2, 2015 of his current base salary payable on a bi-weekly basis and of health, life and employee phone program benefits he had in effect on August 15, 2014 on the same terms and conditions as if he had remained employed through January 2, 2015;

ii. Continued vesting (A) through and immediately on January 2, 2015 in the 2014 Short-term Incentive Plan on a prorated basis for the period of Executive’s employment from January 1, 2014, inclusive, through January 2, 2015 in relation to the period of January 1, 2014, inclusive, through March 31, 2015 (based on actual performance), (B) through and immediately on December 31, 2014 in the 2012 Long-term Incentive Plan performance unit award, and (C) through and immediately on January 2, 2015 in the awards under the 2013 Long-term Incentive Plan with the following revision to item 6(b) of the Second Amendment (with underline indicating new material and strikethrough indicating deletion):

…, on a prorated basis for the period of Executive’s employment from February 27, 2013, inclusive, through Executive’s Termination DateJanuary 2, 2015 in relation to the period of February 27, 2013, inclusive, through February 27, 2016 (with the remainder of Executive’s RSUs forfeited as of Executive’s Termination DateJanuary 2, 2015and the performance adjustment applied to any such RSUs that are performance-based).

; and

iii. a 90-day post termination exercise period beginning on January 2, 2015.

In all other respects, the terms, conditions and provision of the Agreement shall remain the same.

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Elfman Employment Agreement Third Amendment     Page 2 of 2

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the day and year first written above.

SPRINT COMMUNICATIONS, INC.

/s/ Sandra J. Price

 By: Sandra J. Price, Senior Vice President -

 Human Resources

 EXECUTIVE

/s/ Steven L. Elfman

Steven L. Elfman

Elfman Employment Agreement Third Amendment     Page 3 of 3