SPRINT Form 4 / PAUL W SCHIEBER JR ownership change

SEC Form 4

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

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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^*

SCHIEBER PAUL W JR

(Last)

(First)

(Middle)

6200 SPRINT PARKWAY

(Street)

OVERLAND PARK

66251

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPRINT Corp [ S ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President Accounting

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2020		A		2,009⁽¹⁾	A	$0	183,438	D
Common Stock	04/01/2020		D		183,438	D	⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$8.99	04/01/2020		D			29,521	⁽³⁾	05/20/2024	Common Stock	29,521	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.17	04/01/2020		D			13,363	⁽⁴⁾	05/24/2027	Common Stock	13,363	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.44	04/01/2020		D			36,200	⁽⁵⁾	05/13/2026	Common Stock	36,200	⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$4.7	04/01/2020		D			18,692	⁽⁶⁾	05/20/2025	Common Stock	18,692	⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the terms and conditions of the Issuer's 2017 long-term incentive compensation plan, the Issuer's actual results exceeded the established financial objectives resulting in an earn-out of 111.33% allocated to the three-year performance period. These restricted stock units vest 100% on May 24, 2020.

2. Disposed of pursuant to merger agreement under which a wholly owned subsidiary of T-Mobile US, Inc. ("T-Mobile") merged with and into Issuer, with Issuer continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). Includes (i) 230 shares of Issuer common stock exchanged for 23 shares of T-Mobile common stock; (ii) 74,039 time-based restricted stock units ("RSUs") that were automatically converted into 7,594 RSUs of T-Mobile, on the same terms and conditions as the existing awards; and (iii) 109,169 performance-based RSUS that were automatically coverted into 11,197 RSUs of T-Mobile, on the same terms and conditions as the existing awards (other than performance-based vesting conditions). Shares of T-Mobile common stock had a market value of $85.13 per share on the effective date of the Merger.

3. This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 3,027 shares of T-Mobile common stock for $87.66 per share. The option was fully vested at the time of the Merger.

4. This option, which provided for vesting in three equal annual installments beginning May 24, 2018, was assumed by T-Mobile in the Merger and replaced with an option to purchase 1,370 shares of T-Mobile common stock for $79.67 per share.

5. This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 3,712 shares of T-Mobile common stock for $33.55 per share. The option was fully vested at the time of the Merger.

6. This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 1,917 shares of T-Mobile common stock for $45.83 per share. The option was fully vested at the time of the Merger.

Remarks:

	/s/ Katie True-Awtry, Attorney-in-Fact	04/02/2020
	** 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.

SPRINT Form 4SPRINT / PAUL W SCHIEBER JR ownership change