FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/16/2013 | J(1) | 77,584 | A | $0.0000 | 94,388 | D | |||
Common Stock | 08/16/2013 | J(1) | 21,462 | A | $0.0000 | 21,462 | I | James N. Perry, Jr. Dynasty Trust(2) | ||
Common Stock | 08/16/2013 | J(1) | 7,642,046 | D | $0.0000 | 7,642,046 | I | Madison Dearborn Capital Partners IV, L.P.(3) | ||
Common Stock | 08/16/2013 | J(1) | 1,104,916 | A | $0.0000 | 1,111,480 | I | Madison Dearborn Partners IV, L.P.(3) | ||
Common Stock | 08/16/2013 | J(1) | 1,104,916 | D | $0.0000 | 6,564 | I | Madison Dearborn Partners IV, L.P.(3) | ||
Common Stock | 08/16/2013 | J(1) | 9,467 | A | $0.0000 | 9,467 | I | Spring Lake Partners II, L.P.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Pro-rata distribution by Madison Dearborn Capital Partners IV, L.P. to its limited partners and its general partner, Madison Dearborn Partners IV, L.P.; the general partner further distributed the shares that it received on a pro-rata basis to its partners. |
2. The James N. Perry, Jr. Dynasty Trust holds shares in trust for the benefit of Mr. Perry's family. Mr. Perry's spouse is the co-trustee of the trust. Mr. Perry disclaims beneficial ownership of the reported securities set forth herein, and this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purpose. |
3. Madison Dearborn Partners IV, L.P. ("MDP IV") is the general partner of Madison Dearborn Capital Partners IV, L.P. ("MDCP"). MPD IV may be deemed to beneficially own the reported securities that are held directly by MDCP. Mr. Perry is a limited partner of MDP IV; Mr. Perry disclaims beneficial ownership of the reported securities set forth herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or any other purpose. |
4. Mr. Perry is the trustee of the general partner of Spring Lake Partners II, L.P. Mr. Perry disclaims beneficial ownership of the reported securities set forth herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purpose. |
/s/ Marc D. Rome, Attorney-in-Fact | 08/20/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |