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
|
NAMES OF REPORTING PERSONS
|
|
|
||
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Delaware Project 6 L.L.C., a wholly-owned subsidiary of SoftBank (“Project 6”), and subject to the Proxy, as
of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile L.L.C., a Delaware limited liability company controlled by Raul Marcelo Claure (“Claure Mobile”), and subject to the Claure Proxy, as of October 6, 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, the Separately Filing Group Members (which shall be defined to include only the persons
referred to as Separately Filing Group Members in Schedule B attached to this Amendment No. 12 to this Schedule 13D), Raul Marcelo Claure and Claure Mobile (Raul Marcelo Claure and Claure Mobile, together, the “Claure Parties”).
|
**
|
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, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of
Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the Separately Filing Group Members and the Claure Parties.
|
****
|
Based on the number of shares of Common Stock outstanding as of August 3, 2020, as reported by the Issuer in its Amendment No. 1 to its Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by
Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the
Separately Filing Group Members and the Claure Parties.
|
**
|
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, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom), as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the Separately Filing Group Members and the Claure Parties.
|
****
|
Based on the number of shares of Common Stock outstanding as of August 3, 2020, as reported by the Issuer in its Amendment No. 1 to its Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
649,882,564 |
|
|
|||
|
|
||||
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***
|
|
|
||
649,882,564 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held
by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the
Separately Filing Group Members and the Claure Parties.
|
**
|
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, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom), as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the Separately Filing Group Members and the Claure Parties.
|
****
|
Based on the number of shares of Common Stock outstanding as of August 3, 2020, as reported by the Issuer in its Amendment No. 1 to its Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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 (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held
by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the
Separately Filing Group Members and the Claure Parties.
|
**
|
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, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom), as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of October 6, 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, the Separately Filing Group Members and the Claure Parties.
|
****
|
Based on the number of shares of Common Stock outstanding as of August 3, 2020, as reported by the Issuer in its Amendment No. 1 to its Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020.
|
Item 5. |
Interests in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit No.
|
Description of Exhibit
|
57
|
SB-Newco Call Option, between Delaware Project 6 L.L.C, as grantor, and Deutsche Telekom AG, as optionholder
|
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/ Dr. Frank Schmidt | |||
Name: | Dr. Frank Schmidt | |||
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 |
Separately Filing Group Member
|
Aggregate Number (Percentage) of Shares Beneficially Owned(2), (3)
|
Number of Shares Beneficially Owned With
|
|||
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
||
SoftBank Group Corp.
|
106,291,623 (8.6%)
|
0
|
0
|
106,291,623
|
0
|
SoftBank Group Capital Ltd
|
0 (0.0%)
|
0
|
0
|
0
|
0
|
Delaware Project 6 L.L.C.
|
106,291,623 (8.6%)
|
0
|
0
|
106,291,623
|
0
|
Claure Party
|
Aggregate Number (Percentage) of Shares Beneficially Owned(5), (6)
|
Number of Shares Beneficially Owned With
|
|||
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
||
Raul Marcelo Claure
|
7,034,791 (0.6%)
|
2,034,791 (7)
|
0
|
7,034,791
|
0
|
Claure Mobile L.L.C.
|
5,000,000 (0.4%)
|
0
|
0
|
5,000,000
|
0
|
DELAWARE PROJECT 6 L.L.C. | ||||
|
By:
|
/s/ Alex Clavel
|
||
Name: |
Alex Clavel
|
|||
Title: |
Manager
|
Acknowledged and Agreed | ||||
DEUTSCHE TELEKOM AG | ||||
|
By:
|
/s/ Jörg Weber
|
||
Name: |
Jörg Weber
|
|||
Title: |
Senior Vice President M&A
|
|||
|
By:
|
/s/ Dr. Axel Lützner
|
||
Name: |
Dr. Axel Lützner
|
|||
Title: |
Vice President DT Legal
|
|||
Holder: |
|
|
|
By: |
|
|
Name: |
|
[Purchaser]: |
|
|
|
By: |
|
|
Name: |
|