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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Deutsche Telekom Holding B.V. |
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2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [TMUS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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STATIONSPLEIN 8K |
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2020 |
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MAASTRICHT, P7 6221 BT |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Call Option (Right to Buy) |
$101.455 | 10/06/2020 |
| D (1) |
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| 44,905,479 | 06/22/2020 | 06/22/2024 | Common Stock | 44,905,479 | (1) | 44,905,479 | D (2) |
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| 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) |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Deutsche Telekom Holding B.V.
STATIONSPLEIN 8K
MAASTRICHT, P7 6221 BT |
X
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X
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T-Mobile Global Holding GmbH
LANDGRABENWEG 151
BONN, 2M 53227 |
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X
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T-Mobile Global Zwischenholding GmbH
FRIEDRICH-EBERT-ALLEE 140
BONN, 2M 53113 |
X
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X
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DEUTSCHE TELEKOM AG
FRIEDERICH-EBERT-ALLEE 140
BONN, 2M 53113 |
X
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X
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Signatures
| /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 |
| **Signature of Reporting Person | Date |
| /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 |
| **Signature of Reporting Person | Date |
| /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 |
| **Signature of Reporting Person | Date |
| /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 |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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