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