0001209191-20-054097.txt : 20201006 0001209191-20-054097.hdr.sgml : 20201006 20201006215204 ACCESSION NUMBER: 0001209191-20-054097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201006 DATE AS OF CHANGE: 20201006 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: 201227986 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: 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: 201227987 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 2020-10-06 0 0001283699 T-Mobile US, Inc. TMUS 0001065521 SOFTBANK GROUP CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO M0 M0 105-730 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 Call Option (obligation to sell) 101.455 2020-10-06 4 A 0 44905479 A 2020-06-22 2024-06-22 Common Stock 44905479 0 I By: Delaware Project 6 L.L.C. Call Option (obligation to sell) 101.455 2020-10-06 4 J 0 44905479 D 2020-06-22 2024-06-22 Common Stock 44905479 44905479 I By: Delaware Project 6 L.L.C. Marcelo Claure and Stephen Kappes, each members of the Board of Directors of the Issuer, were elected as representatives of SoftBank Group Corp. ("SoftBank") and Delaware Project 6 L.L.C. ("Project 6 LLC"). 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"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (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"), 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"). (continued in footnote (3)) As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions. /s/ Robert Townsend, Senior Vice President & CLO of SOFTBANK GROUP CORP. 2020-10-06 /s/ Robert Townsend, Manager of DELAWARE PROJECT 6 L.L.C 2020-10-06