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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/20 Deutsche Telekom AG SC 13D/A 1:156K T-Mobile US, Inc. Cravath Swaine & … 01/FA Deutsche Telekom Holding B.V. T-Mobile Global Holding GmbH T-Mobile Global Zwischenholding GmbH |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 11 HTML 91K
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. |
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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.
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1
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NAMES OF REPORTING PERSON
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Deutsche Telekom Holding B.V.
IRS identification number not applicable.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER*
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649,882,564
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||||
8
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SHARED VOTING POWER
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0
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|||
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||||
9
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SOLE DISPOSITIVE POWER*
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538,590,941
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
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649,882,564
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
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52.5%
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14
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TYPE OF REPORTING PERSON
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CO
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*
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Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Delaware Project 6 L.L.C., a wholly-owned subsidiary of SoftBank (“Project 6”), and subject to the Proxy, as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile L.L.C., a Delaware limited liability company controlled by Raul Marcelo Claure (“Claure Mobile”), and subject to the Claure Proxy, as of July 29, 2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members (which shall be defined to include only the persons referred to as Separately Filing Group Members in Schedule B attached to this Amendment No. 11 to this Schedule 13D), Raul Marcelo Claure and Claure Mobile (Raul Marcelo Claure and Claure Mobile, together, the “Claure Parties”). |
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** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
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***
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Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent LLC (“T-Mobile Agent”) to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29, 2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties. |
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**** | Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. |
1
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NAMES OF REPORTING PERSON
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T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
649,882,564
|
|
|
|||
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||||
8
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SHARED VOTING POWER
|
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||
0
|
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|||
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||||
9
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SOLE DISPOSITIVE POWER**
|
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||
538,590,941
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
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||
0
|
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
649,882,564
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
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52.5%
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||||
14
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TYPE OF REPORTING PERSON
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CO
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*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29, 2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties. |
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** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
|
|
***
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29, 2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties. |
|
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**** | Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. |
1
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NAMES OF REPORTING PERSON
|
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T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS
|
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||
OO
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
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|
||||
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||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties. |
|
|
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
|
|
***
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of
which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of
Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29,
2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons
may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties.
|
|
|
**** | Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. |
1
|
NAMES OF REPORTING PERSON
|
|
|
||
Deutsche Telekom AG
IRS identification number not applicable.
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
|
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|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
52.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29, 2020. This calculation is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties. |
|
|
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
|
|
***
|
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 44,905,479 of such
shares of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject
to call options granted by Project 6 to Deutsche Telekom), as of July 29, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of July 29, 2020. This calculation
is provided after taking into account the expected sale of 19,750,000 shares of Common Stock by SBGC to T-Mobile on or about August 3, 2020, as described in Item 5 of this Schedule 13D. The Reporting Persons may be deemed to
be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties.
|
|
|
**** | Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. |
Item 5. |
Interests in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
By: | /s/ Dr. Ulrich Zwach | |||
|
Name: |
Dr. Ulrich Zwach | ||
Title: |
T-Mobile Global Zwischenholding GmbH | ||||
By: | /s/ Dr. Christian Dorenkamp | |||
|
Name: |
Dr. Christian Dorenkamp | ||
Title: | Managing Director |
By: | /s/ Helmut Becker | |||
|
Name: |
Helmut Becker | ||
Title: | Managing Director |
T-Mobile Global Holding GmbH | ||||
By: | /s/ Frank Schmidt | |||
|
Name: |
Frank Schmidt | ||
Title: | Managing Director |
By: | /s/ Michaela Klitsch | |||
|
Name: |
Michaela Klitsch | ||
Title: | Managing Director |
Deutsche Telekom Holding B.V. | ||||
By: | /s/ Frans Roose | |||
|
Name: |
Frans Roose | ||
Title: | Managing Director |
By: | /s/ Raphael Kübler | |||
|
Name: |
Raphael Kübler | ||
Title: | Managing Director |
Separately Filing
Group Member
|
Aggregate Number
(Percentage) of
Shares Beneficially
Owned(2), (3), (4)
|
Number of Shares Beneficially Owned With
|
|||
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
||
SoftBank Group Corp.
|
106,291,623 (8.6%)
|
0
|
0
|
106,291,623
|
0
|
SoftBank Group Capital Ltd | 0 (0.0%) | 0 | 0 | 0 | 0 |
Delaware Project 6 L.L.C.
|
106,291,623 (8.6%)
|
0
|
0
|
106,291,623
|
0
|
Claure Party
|
Aggregate Number
(Percentage) of
Shares Beneficially
Owned(6), (7)
|
Number of Shares Beneficially Owned With
|
|||
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
||
Raul Marcelo Claure
|
7,034,791 (0.6%)
|
2,034,791(8)
|
0
|
7,034,791
|
0
|
Claure Mobile L.L.C.
|
5,000,000 (0.4%)
|
0
|
0
|
5,000,000
|
0
|
This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
8/3/20 | ||||
Filed on: | 7/29/20 | |||
7/28/20 | 8-K | |||
7/27/20 | 25-NSE | |||
7/24/20 | 4, SC 13D | |||
7/16/20 | 4 | |||
6/30/20 | 4 | |||
6/26/20 | 3, 4, 8-K, SC 13D/A | |||
6/25/20 | 4, 424B5, SC 13D/A | |||
6/24/20 | 4, 424B5, 8-A12B, 8-K, CERT, SC 13D/A | |||
6/22/20 | 4, 424B5, 8-K, S-3ASR | |||
6/15/20 | 8-K, SC 13D/A | |||
4/2/20 | 3, 4, SC 13D, SC 13D/A | |||
2/20/20 | 425, 8-K, SC 13D/A | |||
7/26/19 | 10-Q, 425, 8-K, IRANNOTICE, SC 13D/A | |||
4/30/18 | 425, 8-K, SC 13D/A | |||
3/6/18 | 4, 4/A | |||
1/15/14 | 3, 4, SC 13D/A | |||
11/26/13 | SC 13D/A | |||
5/10/13 | 3, 4, D, SC 13D, SC 13G/A | |||
List all Filings |