Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
|
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
|
1
|
NAME OF REPORTING PERSON
Deutsche Telekom Holding B.V.
IRS identification number not applicable.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:*
843,196,990
|
|
8
|
SHARED VOTING POWER:
0
|
||
9
|
SOLE DISPOSITIVE POWER:**
538,590,941
|
||
10
|
SHARED DISPOSITIVE POWER:
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
843,196,990
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
68.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the
Exchange Act, comprised of the Reporting Persons and the other persons referred to in Schedule B attached to this Schedule 13D (the “Separately Filing Group Members”).
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting
Persons and the Separately Filing Group Members.
|
**** |
Based on the number of shares of
Common Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2020.
|
1
|
NAME OF REPORTING PERSON
T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:*
843,196,990
|
|
8
|
SHARED VOTING POWER:
0
|
||
9
|
SOLE DISPOSITIVE POWER:**
538,590,941
|
||
10
|
SHARED DISPOSITIVE POWER:
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
843,196,990
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
68.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately
Filing Group Members.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group
Members.
|
**** |
Based on the number of shares of Common
Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2020.
|
1
|
NAME OF REPORTING PERSON
T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:*
843,196,990
|
|
8
|
SHARED VOTING POWER:
0
|
||
9
|
SOLE DISPOSITIVE POWER:**
538,590,941
|
||
10
|
SHARED DISPOSITIVE POWER:
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
843,196,990
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
68.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the
Reporting Persons and the Separately Filing Group Members.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group
Members.
|
**** |
Based on the number of shares of Common
Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2020.
|
1
|
NAME OF REPORTING PERSON
Deutsche Telekom AG
IRS identification number not applicable.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:*
843,196,990
|
|
8
|
SHARED VOTING POWER:
0
|
||
9
|
SOLE DISPOSITIVE POWER:**
538,590,941
|
||
10
|
SHARED DISPOSITIVE POWER:
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
843,196,990
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
68.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting
Persons and the Separately Filing Group Members.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank UK and subject to the Proxy, in each case as of June 15, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting
Persons and the Separately Filing Group Members.
|
**** |
Based on the number of shares of Common
Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2020.
|
Item 4. |
Purpose of the Transaction
|
Deutsche Telekom AG | ||||
By:
|
/s/ Dr. Axel Lützner | |||
Name: | Dr. Axel Lützner | |||
Title: | Vice President DT Legal |
By:
|
/s/ Dr. Ulrich Zwach | |||
Name: | Dr. Ulrich Zwach | |||
Title: | Vice President DT Legal |
T-Mobile Global Zwischenholding GmbH | ||||
By:
|
/s/ Dr. Christian Dorenkamp | |||
Name: | Dr. Christian Dorenkamp | |||
Title: | Managing Director |
By:
|
/s/ Roman Zitz | |||
Name: | Roman Zitz | |||
Title: | Managing Director |
T-Mobile Global Holding GmbH | ||||
By:
|
/s/ Franco Musone Crispino | |||
Name: | Franco Musone Crispino | |||
Title: | Managing Director |
By:
|
/s/ Dr. Uli Kühbacher | |||
Name: | Dr. Uli Kühbacher | |||
Title: | Managing Director |
Deutsche Telekom Holding B.V. | ||||
By:
|
/s/ Frans Roose | |||
Name: | Frans Roose | |||
Title: | Managing Director |
By:
|
/s/ Ton Zijlstra | |||
Name | Ton Zijlstra | |||
Title | Managing Director |
I. |
Board of Management
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Timotheus Höttges
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the Board
|
||
Adel Al-Saleh *†
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for T-Systems
|
||
Birgit Bohle
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for Human Resources and Labor
|
||
Srini Gopalan †
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for Europe
|
||
Dr. Christian P. Illek
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for Finance (CFO)
|
||
Thorsten Langheim
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for USA and Group Development
|
||
Claudia Nemat
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for Technology and Innovation
|
||
Dr. Dirk Wössner
|
Landgrabenweg 151,
Bonn, Germany 53227
|
Board Member for Germany
|
II. |
Supervisory Board
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Rolf Bösinger
|
Wilhelmstrasse 97,
Berlin, Germany 10117
|
State Secretary, Federal Ministry of Finance, Berlin
|
||
Günter Bräunig
|
Palmengartenstrasse 5-9, Frankfurt am Main, Germany 60325
|
CEO KfW
|
||
Odysseus D. Chatzidis *
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the European Works Council of Deutsche Telekom AG, Bonn
|
||
Constantin Greve
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the Works Council of Deutsche Telekom AG, Bonn
|
||
Lars Hinrichs
|
Badestraße 2,
Hamburg, Germany 20148
|
CEO Cinco Capital GmbH, Hamburg
|
||
Helga Jung
|
Hahnenbichlstraße 24
86833 Ettringen
|
Former Member of the Board of Management of Allianz SE, Munich
|
||
Prof. Dr. Michael Kaschke
|
Carl-Zeiss-Strasse 22,
Oberkochen, Germany 73447
|
Former CEO & President Carl Zeiss AG, Oberkochen
|
||
Nicole Koch
|
Landgrabenweg 147,
Bonn, Germany 53227
|
Chairwoman of the Works Council at Deutsche Telekom Privatkunden-Vertrieb GmbH, Bonn
|
||
Dagmar P. Kollmann †
|
Grinzinger Allee 50,
Vienna, Austria 1190
|
Entrepreneur and member of several supervisory and advisory boards
|
||
Petra Steffi Kreusel
|
Hahnstrasse 43d,
Frankfurt am Main, Germany 60528
|
Senior Vice President, Customer & Public Relations at T-Systems International GmbH, Frankfurt am Main
|
||
Harald Krüger
|
Petuelring 130, München, Germany 80788
|
Former Chairman of the Management Board of Bayerische Motoren Werke Aktiengesellschaft, Munich
|
||
Ulrich Lehner
|
Henkelstraße 67, Düsseldorf, Germany 40589
|
Member of the Shareholders’ Committee of Henkel AG & Co. KGaA, Düsseldorf; Chairman of the Supervisory Board Deutsche Telekom AG
|
||
Kerstin Marx
|
Friedrich-Ebert-Allee 140, 53113 Bonn
|
Chairwoman of the Group Works Council of Deutsche Telekom AG, Bonn
|
||
Frank Sauerland
|
Paula-Thiede-Ufer 10,
Berlin, Germany 10179
|
Head of Committee, Collective Bargaining Policy, TC /IT National Committee at the ver.di National Executive Board, Berlin; Deputy Chairman of the Supervisory Board Deutsche Telekom AG
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Lothar Schröder
|
Ingelheimer Str. 53
28199 Bremen
|
Trade Union Secretary and former Member of the ver.di National Executive Board, Berlin
|
||
Nicole Seelemann-Wandtke
|
Kronshagener Weg 105, Kiel, Germany 24116
|
Deputy Chairwoman of the Works Council of the Consumer unit at Telekom Deutschland GmbH, Bonn
|
||
Sibylle Spoo
|
Paula-Thiede-Ufer 10,
Berlin, Germany 10179
|
Lawyer, Trade Union Secretary at the ver.di Federal Administration, Berlin
|
||
Karl-Heinz Streibich
|
Zimmerweg 15, Frankfurt, Germany 60325
|
President acatech – Deutsche Akademie der Technikwissenschaften, Berlin
|
||
Margret Suckale
|
Am Rathenaupark 1, Hamburg, Germany 22763
|
Member of Supervisory Board of Heidelberg Cement AG
|
||
Karin Topel
|
Querstraße 1, Leipzig, Germany 04103
|
Chairwoman of the Works Council at Deutsche Telekom Technik GmbH, Bonn, Technical Branch Office, Eastern District
|
Number of Shares Beneficially Owned With(2)
|
||||||||||||||||||||
Separately Filing Group Member
|
Aggregate Number
(Percentage) of
Shares Beneficially
Owned(2), (3)
|
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power
|
|||||||||||||||
SoftBank Group Corp.
|
304,606,049 (24.7%)
|
|
0
|
0
|
304,606,049
|
0
|
||||||||||||||
SoftBank Group Capital Limited
|
304,606,049 (24.7%)
|
|
0
|
0
|
304,606,049
|
0
|
(1) |
See the Schedule 13D filed on June 15, 2020 by the Separately Filing Group Members, which includes information regarding each Separately Filing Group Member’s jurisdiction of organization, principal business, address of
principal office and other information.
|
(2) |
The information shown in the table with respect to the number of shares beneficially owned is based on the number of shares of Common Stock beneficially owned by each Separately Filing Group Member as of
June 15, 2020.
|
(3) |
The information shown in the table with respect to the percentage of shares beneficially owned is based on the number of shares of Common Stock outstanding as of April 30, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2020.
|