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