SoftBank Group Capital Form 4 T-Mobile US / Project 4 L.L.C. Delaware 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^*

SOFTBANK GROUP CORP

(Last)

(First)

(Middle)

1-9-1, HIGASHI-SHIMBASHI

(Street)

MINATO-KU TOKYO

105-7303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2020

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

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

	Form filed by One Reporting Person
X	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	06/26/2020		D⁽¹⁾⁽²⁾		154,147,026	D	$101.455	150,459,023	I	By SoftBank Group Capital Ltd
Common Stock	06/26/2020		D⁽¹⁾⁽²⁾⁽⁶⁾		19,417,400	D	⁽²⁾⁽⁶⁾	131,041,623	I	By SoftBank Group Capital Ltd
Common Stock	06/26/2020		D⁽¹⁾⁽³⁾		19,750,000⁽³⁾	D	$103	111,291,623	I	By SoftBank Group Capital Ltd
Common Stock	06/26/2020		D⁽¹⁾⁽⁴⁾		5,000,000	D	$103	106,291,623	I⁽⁵⁾	By Delaware Project 6 L.L.C.

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)
Contingent Value Right Note (right to acquire)	⁽⁶⁾⁽⁷⁾	06/26/2020		A		$2,000,000,000⁽⁶⁾⁽⁷⁾		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	$2,000,000,000	I⁽⁶⁾⁽⁷⁾	By Delaware Project 4 L.L.C.

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP

(Last)

(First)

(Middle)

1-9-1, HIGASHI-SHIMBASHI

(Street)

MINATO-KU TOKYO

105-7303

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SoftBank Group Capital Ltd

(Last)

(First)

(Middle)

69 GROSVENOR ST

(Street)

LONDON

W1K 3JP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Project 4 L.L.C.

(Last)

(First)

(Middle)

1 CIRCLE STAR WAY 4F

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Project 6 L.L.C.

(Last)

(First)

(Middle)

1 CIRCLE STAR WAY 4F

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

Explanation of Responses:

1. Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes.

2. The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase Agreement"), between SBGC and the Issuer. The Issuer sold 154,147,026 shares of common stock in a registered public offering that closed on June 26, 2020, the net proceeds of which were used by the Issuer to purchase an equal number of shares of Common Stock from SBGC.

3. Represents the number of shares of Common Stock subject to a rights offering by the Issuer pursuant to which it issued holders of record of Common Stock as of 5:00 pm on June 25, 2020 the right to purchase 0.05 shares of Common Stock at $103.00 per share, up to an aggregate of 19,750,000 shares. Pursuant to the Share Repurchase Agreement, SBGC agreed to sell an aggregate of up to 19,750,000 shares to the Issuer, to the extent such shares are issued in the rights offering.

4. Represents the number of shares of Common Stock that the Issuer agreed to sell to an entity controlled by Marcelo Claure for $103.00 per share, subject to receipt of necessary regulatory approvals. Pursuant to the Share Repurchase Agreement, SBGC has agreed to sell to the Issuer 5,000,000 shares upon the closing of such sale to Mr. Claure at the same price per share.

5. Reflects the transfer of 106,291,623 shares of Common Stock to Project 6 LLC. As a result, Project 6 LLC directly owns 106,291,623 shares of Common Stock. Project 6 LLC and SBGC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock owned directly by Project 6 LLC. Project 4 LLC expressly disclaims the beneficial ownership of the shares of Common Stock owned by Project 6 LLC, Project 6 LLC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC, and SBGC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC and the shares of Common Stock owned by Project 6 LLC.

6. Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

7. (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

Remarks:

	Robert Townsend, Senior Vice President & CLO of SOFTBANK GROUP CORP.	06/26/2020
	Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD	06/26/2020
	Robert Townsend, Manager of DELAWARE PROJECT 4 L.L.C	06/26/2020
	Robert Townsend, Manager of DELAWARE PROJECT 6 L.L.C	06/26/2020
	** Signature of Reporting Person	Date
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SoftBank Group Capital Form 4T-Mobile US / Project 4 L.L.C. Delaware ownership change