0000925421-20-000261.txt : 20200624 0000925421-20-000261.hdr.sgml : 20200624 20200624200855 ACCESSION NUMBER: 0000925421-20-000261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200622 FILED AS OF DATE: 20200624 DATE AS OF CHANGE: 20200624 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: 20986796 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 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: 20986797 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 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 2020-06-22 0001283699 T-Mobile US, Inc. TMUS 0001755163 SoftBank Group Capital Ltd 69 GROSVENOR ST LONDON X0 W1K 3JP UNITED KINGDOM 1 0 1 0 0001065521 SOFTBANK GROUP CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO M0 105-7303 JAPAN 1 0 1 0 Call Option (obligation to sell) 2020-06-22 4 D 0 44905479 D 2020-06-22 2024-06-22 Common Stock 44905479 44905479 D The exercise price per share of the call options is the lesser of (i) $106.90 and (ii) the volume weighted average price of the shares of common stock of the Issuer sold by SoftBank Group Capital Ltd ("SBGC") in one or more underwritten public offerings of Common Stock on or prior to December 22, 2020, which may include one or more "synthetic secondary offerings" undertaken through the Company, (Continued from footnote 1) in each case during the period beginning on June 22, 2020 and ending on the earlier of (x) December 22, 2020 and (y) the close of business on the business day immediately preceding the date of delivery of the first notice of exercise of the options, calculated after all discounts, commissions, spreads, fees or other similar amounts as determined by, or agreed to with, the underwriters, placement agents or other persons performing similar functions in connection with such public offerings. Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SBGC and the other SoftBank Parties (defined below). As a result, each of these entities is a director by deputization for Section 16 purposes. In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SBGC, Delaware Project 4 L.L.C. ("Project 4 LLC"), Delaware Project 6 L.L.C. ("Project 6 LLC" and, together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), (Continued from footnote 4) DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SoftBank granted the options to a subsidiary of the Issuer, which, in turn, issued a back-to-back call option to DT. The derivative securities are directly held by SBGC, a wholly owned subsidiary of SoftBank. SoftBank disclaims beneficial ownership of the derivative securities except to the extent of 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. Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD 2020-06-24 Robert Townsend, Senior Vice President & CLO of SOFTBANK GROUP CORP. 2020-06-24