0000899243-21-035561.txt : 20210910 0000899243-21-035561.hdr.sgml : 20210910 20210910165257 ACCESSION NUMBER: 0000899243-21-035561 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210908 FILED AS OF DATE: 20210910 DATE AS OF CHANGE: 20210910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 211247594 BUSINESS ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delaware Project 6 L.L.C. CENTRAL INDEX KEY: 0001815949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 211247593 BUSINESS ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 562-8120 MAIL ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile US, Inc. CENTRAL INDEX KEY: 0001283699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 200836269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 800-318-9270 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040315 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-08 0 0001283699 T-Mobile US, Inc. TMUS 0001065521 SOFTBANK GROUP CORP TOKYO PORTCITY TAKESHIBA 1-7-1 KAIGAN MINATO-KU TOKYO M0 105-7537 JAPAN 1 0 0 0 0001815949 Delaware Project 6 L.L.C. 1 CIRCLE STAR WAY 4F SAN CARLOS CA 94070 1 0 0 0 Forward sale contract (obligation to sell) 2021-09-08 4 J 1 17935000 A 2024-06-25 Common Stock 17935000 17935000 I By: Delaware Project 6 L.L.C. On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis. In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00. The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price. Marcelo Claure, an executive officer of SoftBank Group Corp. is a member of the Board of Directors of the Issuer. As a result each of the Reporting Persons may be a director by deputization for Section 16 purposes. Mr. Claure disclaims beneficial ownership of the shares of common stock reported in this filing, except to the extent of his pecuniary interest therein. /s/ Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP. 2021-09-10 /s/ Stephen Lam, Manager of DELAWARE PROJECT 6 L.L.C 2021-09-10