X0306 4 2020-06-22 0001283699 T-Mobile US, Inc. TMUS 0001597213 Deutsche Telekom Holding B.V. STATIONSPLEIN 8K MAASTRICHT P7 6221 BT NETHERLANDS true true 0001576360 T-Mobile Global Holding GmbH LANDGRABENWEG 151 BONN 2M 53227 GERMANY true true 0001576359 T-Mobile Global Zwischenholding GmbH FRIEDRICH-EBERT-ALLEE 140 BONN 2M 53113 GERMANY true true 0000946770 DEUTSCHE TELEKOM AG FRIEDERICH-EBERT-ALLEE 140 BONN 2M 53113 GERMANY true true Call Option (Right to Buy) 2020-06-22 4 A 0 44905479 A 2020-06-22 2024-06-22 Common Stock 44905479 44905479 D The exercise price per share of the call options (the "Call Options") granted pursuant to the Newco-DT Call Option, among T-Mobile Agent LLC ("T-Mobile Agent"), as grantor, SoftBank Group Capital Ltd ("SBGC"), as registrar, and Deutsche Telekom AG ("DT"), as optionholder, dated June 22, 2020 (the "Newco-DT Call Option") is the lesser of (i) $106.90 and (ii) the volume weighted average price of the shares of common stock (the "Common Stock") of T-Mobile US, Inc. (the "Company") sold by SoftBank Group Corp. ("SoftBank") 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 Call Options by DT, 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. (Continued from footnote 2) On and after October 2, 2020, each of DT and T-Mobile Agent shall have the right to effectuate an exchange of the Newco-DT Call Option pursuant to which T-Mobile Agent shall transfer and assign to each optionholder a pro rata interest in the SB-Newco Call Option, between SBGC, as grantor, and T-Mobile Agent LLC, as optionholder, dated June 22, 2020 (the "SB-Newco Call Option"). To effectuate this transfer and assignment, T-Mobile Agent shall issue a SB-Newco Call Option, in each case, registered in the name of each optionholder of Newco-DT Call Options and representing the right of each optionholder to purchase the same number of shares of Common Stock subject to each such exchanged Newco-DT Call Option. In connection with the transactions between or among SoftBank, 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 Company as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Company, 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 to the Company and the Company granted to DT the Call Options. The derivative securities are directly held by DT. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that each of Timotheus Hottges, Chief Executive Officer of DT, Srini Gopalan, Board Member for Europe of DT, Dr. Christian P. Illek, Board Member for Finance of DT, Raphael Kubler, Senior Vice President of the Corporate Operating Office of DT and Managing Director of Deutsche Telekom Holding B.V. and Thorsten Langheim, Board Member for USA and Group Development of DT, serve on the board of directors of the Issuer. Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Raphael Kubler, Managing Director, for Deutsche Telekom Holding B.V. 2020-06-24 /s/ Frank Schmidt, Managing Director, for T-Mobile Global Holding GmbH; /s/ Michaela Klitsch, Managing Director, for T-Mobile Global Holding GmbH 2020-06-24 /s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Helmut Becker, Managing Director, for T-Mobile Global Zwischenholding GmbH 2020-06-24 /s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Dr. Ulrich Zwach, Vice President DT Legal, for Deutsche Telekom AG 2020-06-24