0000925421-20-000155.txt : 20200402
0000925421-20-000155.hdr.sgml : 20200402
20200402183935
ACCESSION NUMBER: 0000925421-20-000155
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200401
FILED AS OF DATE: 20200402
DATE AS OF CHANGE: 20200402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SoftBank Group Capital Ltd
CENTRAL INDEX KEY: 0001755163
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33409
FILM NUMBER: 20770903
BUSINESS ADDRESS:
STREET 1: 69 GROSVENOR STREET
CITY: LONDON
STATE: X0
ZIP: WIK 3JP
BUSINESS PHONE: 650-562-8211
MAIL ADDRESS:
STREET 1: 69 GROSVENOR STREET
CITY: LONDON
STATE: X0
ZIP: WIK 3JP
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: 20770904
BUSINESS ADDRESS:
STREET 1: 1-9-1 HIGASHI-SHIMBASHI
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7303
BUSINESS PHONE: 01181368892260
MAIL ADDRESS:
STREET 1: 1-9-1 HIGASHI-SHIMBASHI
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7303
FORMER NAME:
FORMER CONFORMED NAME: SOFTBANK CORP
DATE OF NAME CHANGE: 19980708
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
edgar.xml
PRIMARY DOCUMENT
X0306
4
2020-04-01
1
0001283699
T-Mobile US, Inc.
TMUS
0001755163
SoftBank Group Capital Ltd
69 GROSVENOR ST
LONDON
X0
W1K 3JP
UNITED KINGDOM
0
0
1
0
0001065521
SOFTBANK GROUP CORP
1-9-1, HIGASHI-SHIMBASHI
MINATO-KU TOKYO
M0
105-7303
JAPAN
0
0
1
0
Common Stock
2020-04-01
4
J
0
48751557
D
304606049
D
Right to acquire
2020-04-01
4
J
0
48751557
A
Common Stock
48751557
48751557
D
See remarks below.
The shares are directly held by SoftBank Group Capital Ltd, a wholly owned subsidiary of SoftBank. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SoftBank Group Capital Ltd. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks:
(1) SoftBank Group Corp. ("SoftBank"), T-Mobile US, Inc. ("T-Mobile") and Deutsche Telekom AG entered into a letter agreement, dated February 20, 2020 (the "Letter Agreement"), pursuant to which SoftBank agreed to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares of T-Mobile Common Stock (such number of shares, the "Specified Shares Amount"), effective immediately following the effective time of the merger of a wholly owned subsidiary of T-Mobile with and into Sprint Corporation ("Sprint"), with Sprint continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). The Merger closed on April 1, 2020, and SoftBank Group Capital Ltd surrendered the Specified Shares Amount in accordance with the Letter Agreement. The Letter Agreement further provides that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on the NASDAQ Global Select Market is equal to or greater than $150.00 at any time during the period commencing on April 1, 2022 and ending on December 31, 2025, T-Mobile will issue to SoftBank, for no additional consideration, a number of shares of T-Mobile Common Stock equal to the Specified Shares Amount, subject to the terms and conditions set forth in the Letter Agreement.
Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD
2020-04-02
Robert Townsend, Senior VP and Chief Legal Officer of SOFTBANK GROUP CORP.
2020-04-02