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