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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Call Option (Right to Buy) | $101.455 | 10/06/2020 | D(1) | 44,905,479 | 06/22/2020 | 06/22/2024 | Common Stock | 44,905,479 | (1) | 44,905,479 | D(2) | ||||
Call Option (Right to Buy) | $101.455 | 10/06/2020 | A(1) | 44,905,479 | 10/06/2020 | 06/22/2024 | Common Stock | 44,905,479 | (1) | 44,905,479 | D(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. On October 6, 2020, (a) T-Mobile Agent LLC ("T-Mobile Agent"), a wholly-owned subsidiary of the Issuer, assigned and transferred to Deutsche Telekom AG ("DT"), and DT accepted, T-Mobile Agent's rights and obligations under the SB-Newco Call Option, dated June 22, 2020, between Delaware Project 6 L.L.C. ("Project 6"), as grantor, and T-Mobile Agent, as optionholder (the "SB-Newco Call Option"), (b) in accordance with the terms of the SB-Newco Call Option, Project 6 issued and delivered to DT a replacement SB-Newco Call Option, between Project 6, as grantor, and DT, as optionholder, and (c) in consideration therefor, the Newco-DT Call Option, dated June 22, 2020, between T-Mobile Agent, as grantor, SoftBank Group Capital Ltd, as registrar, and DT, as optionholder, was deemed surrendered, exchanged and replaced in full. |
2. The derivative securities were directly held by DT. |
3. The derivative securities are directly held by DT. |
Remarks: |
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/ Ton Zijlstra, Managing Director, for Deutsche Telekom Holding B.V. | 10/06/2020 | |
/s/ Dr. Frank Schmidt, Managing Director, for T-Mobile Global Holding GmbH; /s/ Dr. Uli Kuhbacher, Managing Director, for T-Mobile Global Holding GmbH | 10/06/2020 | |
/s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Roman Zitz, Managing Director, for T-Mobile Global Zwischenholding GmbH | 10/06/2020 | |
/s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Dr. Ulrich Zwach, Vice President DT Legal, for Deutsche Telekom AG | 10/06/2020 | |
** 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. |