SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Guillaume Maisondieu

Senior Vice President

(Chief Accounting Officer)

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

+49-228-181-0

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. 872590104

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)  x
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: 535,286,077
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 535,286,077
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 872590104

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)  x
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: 535,286,077
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 535,286,077
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 872590104

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)  x
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: 535,286,077
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 535,286,077
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 872590104

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)  x
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: 535,286,077
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 535,286,077
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8%
14	TYPE OF REPORTING PERSON CO

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SCHEDULE 13D/A

Explanatory Note

The purpose of this Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on November 26, 2013 (as amended and supplemented, collectively, this “Schedule 13D”) is to report that as a result of an internal reorganization of Deutsche Telekom’s subsidiaries, the Common Stock previously held directly by Holding has been contributed to and is now held directly by Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheidraies), organized and existing under the laws of the Netherlands. Deutsche Telekom Holding B.V. is a wholly owned direct subsidiary of Holding and an indirect wholly owned subsidiary of Deutsche Telekom. The internal reorganization resulted in no change to the aggregate amount of Common Stock beneficially owned by the Reporting Persons. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 2 and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.

Item 2. Identity and Background

The last paragraph of Item 2 is hereby amended and restated as follows:

Pursuant to the internal reorganization described above, this Amendment No. 2 includes the following new Reporting Person: Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheidraies), organized and existing under the laws of the Netherlands (“DT B.V.”). DT B.V.’s business address is Stationsplein 8K, 6221 BT Maastricht, the Netherlands. DT B.V. is a wholly owned direct subsidiary of Holding and an indirect wholly owned subsidiary of Deutsche Telekom. DT B.V.’s principal business purpose is to incorporate, participate and supervise companies belonging to the Deutsche Telekom group and their relevant businesses.

The name, business address, citizenship and present principal occupation or employment of each member of the Board of Management and Supervisory Board of each Reporting Person are set forth on Schedules A-1 through A-4 hereto and are incorporated herein by reference. Unless otherwise specified, each member of the Board of Management and Supervisory Board of each Reporting Person is a citizen of the Federal Republic of Germany. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any person on Schedules A-1 to A-4 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 5. Interest in Securities of the Issuer

Section (c) of Item 5 is amended and restated as follows:

(c) Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The last paragraph of Item 6 is hereby amended and restated as follows:

On December 31, 2013, as part of an internal reorganization of Deutsche Telekom’s subsidiaries, the Common Stock held by Holding was contributed to DT B.V. in exchange for the issuance of one share of common stock, par value one euro, of DT B.V. to Holding.

Other than as described in this Schedule 13D (including any amendments thereto from time to time), there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description of Exhibit
23	Notary Act relating to the issuance of a share of common stock, par value 1 euro, of DT B.V. to Holding against non-cash contribution

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2014

Deutsche Telekom AG

By:	/s/ Dr. Christian Dorenkamp
	Name:	Dr. Christian Dorenkamp
	Title:	Authorized Representative
By:	/s/ Roman Zitz
	Name:	Roman Zitz
	Title:	Authorized Representative
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 Rose
	Name:	Frans Rose
	Title:	Managing Director
By:	/s/ Ton Zijlstra
	Name:	Ton Zijlstra
	Title:	Managing Director

SCHEDULE A-4

Directors and Executive Officers of Deutsche Telekom Holding B.V.

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Deutsche Telekom Holding B.V. Unless otherwise noted, each of the persons listed below is a citizen of the Netherlands.

Name	Business Address	Present Principal Occupation
Dr. Raphael Kübler	Stationsplein 8K, 6221 BT, Maastricht, the Netherlands	Managing Director
Frans Rose*	Stationsplein 8K, 6221 BT, Maastricht, the Netherlands	Managing Director
Ton Zijlstra*	Stationsplein 8K, 6221 BT, Maastricht, the Netherlands	Managing Director
Roman Zitz	Stationsplein 8K, 6221 BT, Maastricht, the Netherlands	Managing Director

* Citizen of the Federal Republic of Germany.

EX-23

Exhibit 23

ISSUANCE OF A SHARE AGAINST NON-CASH CONTRIBUTION

(Deutsche Telekom Holding B.V.; contribution of T-Mobile US shares)

On this thirty-first day of December two thousand thirteen there appeared before me,

Rudolf van Bork, civil law notary officiating in Amsterdam, the Netherlands: _____________

Charlotte Sara Rozendaal, born in Apeldoorn, the Netherlands, on the seventh day of March nineteen hundred and eighty-nine, employed at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands, for the purposes hereof acting as authorized representative of: _____________

1. Deutsche Telekom Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat in Maastricht, the Netherlands, and its principal place of business at Stationsplein 8 K, 6221 BT Maastricht, the Netherlands, registered with the Dutch trade register of the Chambers of Commerce under file number 33262314 (DT company code: 0153) (the Company); and __________________________

2. T-Mobile Global Holding GmbH, a company with limited liability (Gesellschaft mit beschrankter Haftung) incorporated under the laws of the Federal Republic of Germany, having its official seat in Bonn, Germany, and its principal place of business at Langrabenweg 151, 53227 Bonn, Germany, registered with the trade register (Handelsregister) of the Lower Court (Amtsgericht) in Bonn, Federal Republic of Germany, under number HRB 12330 (DT company code: 0791) (TMGH). _____________

Powers of Attorney. ____________________________________________________

The authorization of the person appearing is evidenced by two (2) written powers of attorney, copies of which shall be attached to this deed (Annex I). ____________________________________________________

The person appearing declared the following: _______________________________________

WHEREAS: ________________________________________________________________

A. On this thirty-first day of December two thousand thirteen, prior to the execution of this deed, the entire issued and outstanding share capital of the Company amounts to twenty thousand euro (EUR 20,000), divided into forty (40) registered shares (aandelen op naam) of five hundred euro (EUR 500) nominal value each, numbered 1 through 40 (the Outstanding Shares). ____________________________________________________

B. All of the Outstanding Shares are held by TMGH. _______________________________________

C. TMGH is also the holder of five hundred thirty-five million two hundred eighty six thousand seventy-seven (535,286,077) shares of one thousandth United States Dollar cent (USD 0.00001) nominal value each in the share capital of T-Mobile US, Inc., a company incorporated under the laws of the State of Delaware, United States of America, having its official seat in Bellevue, WA, United States of America, and its principal place of business at 12920 SE 38th Street, Bellevue, WA 98006, United States of America, registered with the Department of State, Division of Corporations in the State of Delaware, under company registration number 3775911 (T-Mobile US), constituting

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approximately sixty-seven per cent (67%) of the entire issued and outstanding share capital of T-Mobile US (the T-Mobile US Shares). _______________________________________

D. On the nineteenth day of December two thousand thirteen, TMGH—in its capacity as the Company’s sole shareholder—resolved to issue one (1) new registered share of five hundred euro (EUR 500) nominal value, numbered 41, in the share capital of the Company (the New Share) to TMGH at par value, id est for an issue price of five hundred euro (EUR 500). _______________________________________

A photocopy of the written resolution in lieu of a meeting of TMGH (the Resolution) shall be attached to this deed (Annex II). __________________________

E. It has been agreed by and between the Company and TMGH that the New Share shall be fully paid up by TMGH by means of a non-cash contribution consisting of the contribution and transfer of the T-Mobile US Shares (the Contribution) to the Company.

F. With respect to the Contribution, the management board of the Company has prepared a written description of the T-Mobile US Shares (the Description) as prescribed in Section 2:204b subsection 1 of the Dutch Civil Code (DCC) in conjunction with Section 2:204a subsection 1 DCC. The Description has been signed by all members of the management board of the Company. _______________________________________

A photocopy of the Description shall be attached to this deed (Annex III). __________________________

G. The Description states the value attributed to the T-Mobile US Shares and the valuation methods applied. The Description pertains to the condition of the Contribution on a date not earlier than six months prior to the date on which the New Share is subscribed for by TMGH. The Company deposited a copy of the Description at its offices for inspection by its shareholder(s) and other persons entitled to attend general meetings. ____________________

H. In furtherance of effecting the foregoing, and subject to the terms set out in the Resolution and in this deed, the Company and TMGH hereby wish to realize: ____________________

(i) to effect the issuance of the New Share by the Company to TMGH, as well as _________________________________

(ii) the non-cash contribution and transfer of the T-Mobile US Shares by TMGH to the Company. ____________________

NOW THEREFORE, THE PERSON APPEARING DECLARED THAT THE COMPANY AND TMGH HAVE AGREED AS FOLLOWS: _______________________________________

CHAPTER I. Issuance of the New Share. _______________________________________

Article 1. Issuance. __________________________________________________________

1.1 Subject to the terms set out in the Resolution and in this deed, the Company hereby issues the New Share to TMGH and TMGH hereby accepts the New Share as such from the Company. _______________________________________

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1.2 The New Share shall be in registered form and no share certificate shall be issued for the New Share. _________________________________________________________________

1.3 The Company shall register the issuance of the New Share to TMGH in its register. _____________

Article 2. Payment Obligation. Share Premium. _______________________________________

2.1 The New Share is issued at par value, id est for an issue price of five hundred euro (EUR 500) and therefore in exchange for a payment obligation, expressed in cash, of five hundred euro (EUR 500) (the Payment Obligation). The Payment Obligation must be fulfilled by TMGH vis-à-vis the Company by contributing and transferring the T-Mobile US Shares to the Company.

2.2 If and to the extent the value of the T-Mobile US Shares exceeds the nominal value of the New Share (being five hundred euro (EUR 500), the balance shall constitute share premium (agio) and shall be allocated and administered as such in the share premium reserve that the Company maintains in its books and accounts. __________________________

2.3 As far as the Company and TMGH are aware, the value of the T-Mobile US Shares has not (substantially) decreased since the date to which the Description pertains. _____________

Article 3. Warranties of the Company. ____________________________________________________

The Company warrants to TMGH that, on this day, the following is correct: __________________________

(a) the Company is a private company with limited liability duly incorporated and validly existing under the laws of the Netherlands; ____________________________________________________

(b) the Company’s articles of associations were most recently amended by means of the execution of a notarial deed of amendment before a deputy of R. van Bork, aforementioned, on the twenty-third day of December two thousand thirteen; _____________

(c) the issuance of the New Share to TMGH is effected with due observance of all statutory provisions of the DCC and provisions prescribed by the articles of association of the Company applicable thereto. _____________________________________

CHAPTER II. Non-Cash Contribution of the T-Mobile US Shares. __________________________

Article 4. Non-Cash Contribution and Transfer. Further Perfection with regard to the T-Mobile US Shares. ____________________________________________________

4.1 TMGH hereby contributes and transfers the T-Mobile US Shares to the Company, and the Company hereby accepts the same from TMGH._______________________________________

TMGH hereby represents to the Company that any further formalities or transactions which, pursuant to rules of the laws of the State of Delaware, or other rules applicable to T-Mobile US or the T-Mobile US Shares, are required for a transfer of the full and unencumbered ownership to the T-Mobile US Shares to the Company, shall be effected forthwith. The Company shall, insofar as necessary, fully cooperate to effect such transfer. ____________________________________________________

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4.2 If the contribution of the T-Mobile US Shares to the Company is not fully effected at the moment this deed is executed, such contribution shall have effect to the fullest economic extent. ___________________________________________________

4.3 As from the execution of this deed, the 7-Mobile US Shares are entirely for the sole account and risk of the Company. ____________________________________________________

Article 5. Warranties of TMGH. _________________________________________________________________

5.1 TMGH warrants to the Company that, on this day, the following is correct: __________________________

(a) T-Mobile US is a legal entity, duly incorporated and validly existing under the laws of the State of Delaware, the United States of America; _______________________________________

(b) T-Mobile US has not been declared bankrupt or insolvent, has not been placed in receivership or moratorium, is not in the process of a court-ordered reorganization or restructuring, has not been dissolved and is not subject to any similar process; __________________________

(c) the T-Mobile US Shares constitute approximately sixty-seven per cent (67%) of the issued share capital of T-Mobile US; _______________________________________

(d) the T-Mobile US Shares are fully paid-up; ____________________________________________________

(e) TMGH has the full and unencumbered right of ownership to the T-Mobile US Shares and is fully authorized to transfer the T-Mobile US Shares to the Company; __________________________

(f) it has been duly authorized by all requisite corporate action on the part of TMGH to transfer the T-Mobile US Shares to the Company; _______________________________________

(g) the T-Mobile US Shares are not subject to rights of third parties or obligations to transfer to third parties or claims based on contract of any nature. __________________________

5.2 TMGH also warrants to the Company:____________________________________________________

(a) if and insofar as it is a requirement for a full and unencumbered transfer of the T-Mobile US Shares to the Company, that the approval or consent of T-Mobile US or of any third party is obtained, such approval or consent is obtained or duly waived; and _____________

(b) by the execution of this deed and, if necessary, by the formalities and transactions referred to in Article 4.1 above, the T-Mobile US Shares are fully and without encumbrances acquired by the Company. ______________________________

In case any of the formalities and transactions referred to in Article 4.1 above are still to be effected, TMGH warrants to the Company that the data set out in Articles 5.1 and 5.2 above shall remain correct until such time as these formalities and transactions are effected. ______________________________________________________________________________

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Article 6. Powers of Attorney. _________________________________________________________________

The Company and TMGH hereby grant full and irrevocable power of attorney to each other, and the Company and TMGH each hereby grant full and irrevocable power of attorney to T-Mobile US and to each member of the management board of T-Mobile US, to each of such individuals and legal entities severally, with the right of

CHAPTER III. Final Provisions. _________________________________________________________________

Article 7. No Rescission (geen ontbinding). _________________________________________________________

The Company and TMGH waive the right to rescind the agreement laid down in this notarial deed or to demand rescission thereof. __________________________________________________________

Article 8. Governing law and Jurisdiction.

This deed shall be governed by and construed in accordance with the laws of the Netherlands, with the understanding that the formalities regarding the transfer of the legal title to the T-Mobile US Shares shall be governed by and construed in accordance with the laws of the State of Delaware, the United States of America. ____________________________________________________

End. ___________________________________________________________________________________________________

The person appearing is known to me, civil law notary. ___________________________________________________________

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

(Was signed: C.S. Rozendaal; R. van Bork).

ISSUED FOR TRUE COPY