SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

SPRINT CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

85207 U 10 5

(CUSIP Number)

Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, 100-6529 Japan 011-81-3-3214-6522 Robert S. Townsend, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105-2482 (415) 268-7000

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

December 21, 2017

(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.  ☐

* 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 the 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 (“Act”) 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).

CUSIP No. 85207 U 10 5

1	Name of Reporting Persons SoftBank Group Corp.
2	Check the Appropriate Box if a Member of a Group (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds WC, BK (1)
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization Japan
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 3,411,489,995 (1)(2)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,411,489,995 (1)(2)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,411,489,995 (1)(2)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11) 84.10% (2)(3)
14	Type of Reporting Person HC, CO

(1) Such figure reflects (i) a reclassification exempt under Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which Sprint Corporation (formerly known as “Starburst II, Inc.” and referred to herein as “Sprint”) Class B Common Stock, par value $0.01 per share (“Sprint Class B Common Stock”), held by Starburst I, Inc. (“Starburst I”) was reclassified into 3,076,525,523 shares of Sprint common stock, par value $0.01 per share (the “Sprint Common Stock”); (ii) the issuance by Sprint to Starburst I of the Sprint Warrant, dated July 10, 2013 (the “Warrant”), (“Starburst I”), which is subject to anti-dilution adjustments, as described in the Warrant; (iii) 711,627 shares of Sprint Common Stock that underlie a grant by Galaxy Investment Holdings, Inc. (“Galaxy”) to Ronald D. Fisher of an award of restricted stock units (the “RSUs”) that are outstanding and unvested as of the date of this Schedule 13D and (iv) purchases of Sprint Common Stock by Galaxy through December 26, 2017.

(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, SoftBank Group Corp. (“SoftBank”), Starburst I and Galaxy (collectively, the “Reporting Persons”) may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I and Galaxy.

(3) Percentage of class that may be deemed to be beneficially owned by SoftBank is based on the 4,001,751,366 outstanding shares of Sprint Common Stock as of December 13, 2017, which outstanding share amount was provided to SoftBank by Sprint (and including shares of Sprint Common Stock issuable upon exercise of the Warrant).

CUSIP No. 85207 U 10 5

1	Name of Reporting Persons Starburst I, Inc.
2	Check the Appropriate Box if a Member of a Group (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 3,131,105,447 (1)(2)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,131,105,447 (1)(2)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,131,105,447 (1)(2)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11) 77.19% (2)(3)
14	Type of Reporting Person HC, CO

(1) Such figure reflects (i) a reclassification exempt under Rule 16b-7 under the Exchange Act in which Sprint Class B Common Stock held by Starburst I was reclassified into 3,076,525,523 shares of Sprint Common Stock and (ii) the issuance of the Warrant, which is subject to anti-dilution adjustment, as described in the Warrant.

(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I and Galaxy, the Merger Agreement, the Warrant and the Galaxy Purchases. Starburst I expressly disclaims beneficial ownership with respect to the shares of Sprint Common Stock deemed to be beneficially owned by SoftBank and Galaxy, except to the extent of Starburst I’s direct pecuniary interest in the shares of Sprint Common Stock directly beneficially owned by Starburst I.

(3) Percentage of class is based on the 4,001,751,366 outstanding shares of Sprint Common Stock as of December 13, 2017, which outstanding share amount was provided to SoftBank by Sprint (and including shares of Sprint Common Stock issuable upon exercise of the Warrant).

CUSIP No. 85207 U 10 5

1	Name of Reporting Persons Galaxy Investment Holdings, Inc.
2	Check the Appropriate Box if a Member of a Group (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 280,384,548 (1)(2)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 280,384,548 (1)(2)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 280,384,548 (1)(2)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11) 7.01% (2)(3)
14	Type of Reporting Person HC, CO

(1) Such figure reflects purchases of Sprint Common Stock by Galaxy through December 26, 2017.

(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I and Galaxy, the Merger Agreement, the Warrant, and the Galaxy Purchases. Galaxy expressly disclaims beneficial ownership with respect to the shares of Sprint Common Stock deemed to be beneficially owned by SoftBank and Starburst I, except to the extent of Galaxy’s direct pecuniary interest in the shares of Sprint Common Stock directly beneficially owned by Galaxy.

(3) Percentage of class is based on the 4,001,751,366 outstanding shares of Sprint Common Stock as of December 13, 2017, which outstanding share amount was provided to SoftBank by Sprint.

EXPLANATORY NOTE

This Amendment No. 10 (this “Schedule 13D Amendment”) is being filed jointly on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), Starburst I, Inc., a Delaware corporation and wholly owned subsidiary of SoftBank (“Starburst I”) and Galaxy Investment Holdings, Inc., a Delaware corporation and wholly owned subsidiary of SoftBank (“Galaxy”, and together with SoftBank and Starburst I, the “Reporting Persons”, and each a “Reporting Person”) with respect to Sprint Corporation, a Delaware corporation (referred to herein as “Sprint” or the “Issuer”). This Schedule 13D Amendment amends the Schedule 13D filed by SoftBank, Starburst I, Sprint and Starburst III, Inc., a Kansas corporation, on October 25, 2012, as amended on April 22, 2013 and June 11, 2013, as amended and restated on July 12, 2013, as amended on August 6, 2013 and August 27, 2013, as amended and restated on September 18, 2013, and as amended on August 19, 2015, August 28, 2015 and September 30, 2015 (as amended and/or restated from time to time, the “Schedule 13D”), which relates to the common stock of Sprint, par value $0.01 per share (the “Sprint Common Stock”).

This Schedule 13D Amendment is being filed to reflect open market purchases of Sprint Common Stock by Galaxy since the last amendment to the Schedule 13D that exceed 1% of the outstanding shares of Sprint Common Stock. All purchases were made in compliance with Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and purchases since December 14, 2017 have been pursuant to a written plan as contemplated under Rule 10b5-1 of the Exchange Act.

Item 2. Identify and Background.

Item 2 of the Schedule 13D is hereby amended such that all references to Appendices A-1, A-2 and A-3 contained within Item 2 shall refer to the Appendices included in this Schedule 13D Amendment.

Item 3. Source and Amount of Funds or Other Consideration.

The last two paragraphs of Item 3 of the Schedule 13D are hereby deleted and replaced with the following:

“Since the date of the last amendment to the Schedule 13D through December 26, 2017, Galaxy purchased 66,228,319 shares of Sprint Common Stock for an aggregate purchase price of approximately $351,840,450.89, exclusive of any fees, commissions or other expenses. The Galaxy purchases were financed from SoftBank’s general working capital. Galaxy directly beneficially owns the Galaxy Shares.”

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

“Purpose of the Transaction

SoftBank may be deemed a beneficial owner of the Sprint Common Stock reported herein as beneficially owned directly by Starburst I and Galaxy. Starburst I directly owns Sprint Common Stock as reported in this Schedule 13D, and may be deemed to beneficially own the shares of Sprint Common Stock issuable upon exercise of the Warrant.

Since the date of the last amendment to the Schedule 13D through December 26, 2017, Galaxy purchased 66,228,319 shares of Sprint Common Stock for an aggregate purchase price of approximately $351,840,450.89 exclusive of any fees, commissions or other expenses, resulting in SoftBank’s beneficial ownership of approximately 84.10% of the outstanding shares of Sprint Common Stock as of December 26, 2017, based on the 4,001,751,366 outstanding shares of Sprint Common Stock as of December 13, 2017, which outstanding share amount was provided to SoftBank by Sprint. Galaxy directly beneficially owns the Galaxy Shares. SoftBank currently expects Galaxy to make further purchases of Sprint Common Stock. However, SoftBank expects that such purchases will not increase SoftBank’s beneficial ownership in Sprint to 85% or more of the outstanding shares of Sprint Common Stock.

Plans or Proposals

The Reporting Persons, as stockholders in Sprint, intend to review their investment in Sprint and have discussions with representatives of Sprint and/or other stockholders of Sprint from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of this Schedule 13D, including purchase or sale of Sprint Common Stock, business combination or other extraordinary corporate transactions, sales or purchases of material assets, changes in the board of directors or management of Sprint, changes to Sprint’s business or corporate structure, shared service agreements, collaborations, joint ventures and other business arrangements between or involving SoftBank and Sprint. Any action or actions the Reporting Persons might undertake in respect of the Sprint Common Stock will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price level and liquidity of the Sprint Common Stock; general market and economic conditions; ongoing evaluation of Sprint’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.”

Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

“(a)-(b) As of December 26, 2017, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) and shared power to vote or direct the vote of up to the number of shares of Sprint Common Stock set forth in the table below and may be deemed to constitute a “group” under Section 13(d) of the Exchange Act as described in Item 2 of this Schedule 13D, which is incorporated herein by reference.

Reporting Person	Shares of Sprint Common Stock Such Reporting Person May Be Deemed to Beneficially Own		Percent of Voting Power of Sprint Common Stock(1)
SoftBank Group Corp.(2)		3,411,489,995		84.10	%
Starburst I, Inc.(3)		3,131,105,447		77.19	%
Galaxy Investment Holdings, Inc.(4)		280,384,548		7.01	%

(1) The respective percentages of beneficial ownership are based on 4,001,751,366 shares of Sprint Common Stock outstanding as of December 13, 2017, which outstanding share amount was provided to SoftBank by Sprint (and, as to SoftBank and Starburst I beneficial ownership, including shares of Sprint Common Stock issuable upon exercise of the Warrant).

(2) Consists of 3,076,525,523 shares of Sprint Common Stock held by Starburst I; the 54,579,924 shares of Sprint Common Stock underlying the Warrant, which may be exercised in whole or in part, at any time until July 10, 2018; 711,627 shares of Sprint Common Stock that underlie a grant to Ronald D. Fisher of an award of restricted stock units (the “RSUs”) that are outstanding and unvested as of the date of this Schedule 13D Amendment; and 280,384,548 shares of Sprint Common Stock held by Galaxy.

(3) Consists of 3,076,525,523 shares of Sprint Common Stock held by Starburst I and 54,579,924 shares of Sprint Common Stock issuable upon exercise of the Warrant, which may be exercised in whole or in part, at any time until July 10, 2018. Starburst I expressly disclaims beneficial ownership with respect to the shares of Sprint Common Stock deemed to be beneficially owned by SoftBank and Galaxy, except to the extent of Starburst I’s direct pecuniary interest in the shares of Sprint Common Stock directly beneficially owned by Starburst I.

(4) Consists of 280,384,548 shares of Sprint Common Stock held by Galaxy and 711,627 shares of Sprint Common Stock that underlie a grant to Ronald D. Fisher of an award of RSUs that are outstanding and unvested as of the date of this Schedule 13D Amendment. Galaxy expressly disclaims beneficial ownership with respect to the shares of Sprint Common Stock deemed to be beneficially owned by SoftBank and Starburst I, except to the extent of Galaxy’s direct pecuniary interest in the shares of Sprint Common Stock directly beneficially owned by Galaxy.

(c) The information contained in Items 3 and 4 to this Schedule 13D is herein incorporated by reference.

The weighted average price per share, exclusive of any fees, commissions or other expenses for the Galaxy Purchases made between November 6, 2017 and December 26, 2017 are as set forth in the following table:

Purchase Date	Shares Purchased		Weighted Average Price per Share		Price Range for Shares Purchased
November 6, 2017		4,322,990	$	5.96	$5.85 - $5.99
November 7, 2017		2,161,377	$	5.84	$5.74 - $5.97
November 8, 2017		4,322,990	$	5.99	$5.65 - $6.09
November 9, 2017		4,322,990	$	6.21	$5.98 - $6.32
November 10, 2017		2,161,495	$	6.18	$6.05 - $6.25
November 13, 2017		1,042,166	$	5.99	$5.97 - $5.99
November 14, 2017		2,577,795	$	5.98	$5.95 - $5.99
November 15, 2017		56,019	$	5.98	$5.94 - $5.99
November 29, 2017		30,741	$	5.99	$5.99 - $5.99
November 30, 2017		930,639	$	5.99	$5.97 - $5.99
December 1, 2017		1,271,653	$	5.98	$5.91 - $5.99
December 4, 2017		1,045,040	$	5.99	$5.93 - $5.99
December 5, 2017		588,002	$	5.82	$5.74 - $5.91
December 14, 2017		3,231,117	$	5.68	$5.63 - $5.72
December 15, 2017		2,475,698	$	5.55	$5.49 - $5.67
December 18, 2017		2,563,779	$	5.65	$5.52 - $5.71
December 19, 2017		2,531,770	$	5.65	$5.58 - $5.72
December 20, 2017		2,563,779	$	5.64	$5.60 - $5.66
December 21, 2017		2,563,779	$	5.66	$5.59 - $5.70
December 22, 2017		2,563,780	$	5.69	$5.62 - $5.72
December 26, 2017		2,141,300	$	5.81	$5.63 - $5.85

The Reporting Persons undertake to provide Sprint, any stockholder of Sprint, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c) to this Schedule 13D.

Except as set forth above or incorporated herein, none of (i) the Reporting Persons and, (ii) to the Reporting Persons’ knowledge, the persons set forth on Appendix A-1, A-2 or A-3 of this Schedule 13D has effected any transaction in Sprint Common Stock during the past 60 days through December 26, 2017.”

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

Item 6 of the Schedule 13D is hereby amended to add the following paragraph to the end thereof:

“On December 14, 2017, Galaxy entered into a Rule 10b5-1 Plan with J.P. Morgan Securities LLC (the “Broker”) pursuant to which the Broker is authorized and directed to purchase, on behalf of Galaxy, shares of Sprint Common Stock, subject to satisfaction of certain conditions, including, among others, trading price. The Broker will cease purchasing Sprint Common Stock under the JPMS Rule 10b5-1 Plan on the earliest to occur of (i) December 14, 2018; (ii) the date that the aggregate number of shares of Sprint Common Stock purchased by the Broker reaches the specified purchase limit; (iii) the date Galaxy or the Broker gives notice of termination pursuant to the terms of the JPMS Rule 10b5-1 Plan; (iv) the existence of any legal or regulatory restriction that would prohibit any purchase pursuant to the JPMS Rule 10b5-1 Plan; (v) the public announcement of any merger, acquisition, or similar transaction relating to Sprint; (vi) the commencement of any voluntarily or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to Sprint or Galaxy under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee or similar official with respect to Sprint or Galaxy, or the taking of any corporate action by Sprint or Galaxy to authorize or commence any of the foregoing; or (vii) the failure of Galaxy to comply with the representations, warranties and agreements set forth within the JPMS Rule 10b5-1 Plan. A copy of the JPMS Rule 10b5-1 Plan is filed as Exhibit 99.13 hereto and the foregoing description of the JPMS Rule 10b5-1 Plan is qualified in its entirety by reference to the JPMS Rule 10b5-1 Plan.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding Exhibit 99.13 as follows:

“99.13 10b5-1/10b-18 Purchase Plan Agreement, dated as of December 14, 2017, by and between Galaxy Investment Holdings, Inc. and J.P. Morgan Securities LLC (pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been filed separately with the Securities and Exchange Commission).”

SIGNATURES

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: December 29, 2017

SOFTBANK GROUP CORP.
By:	/s/ Masayoshi Son
Name:	Masayoshi Son
Title:	Chairman and CEO

STARBURST I, INC.
By:	/s/ Ronald D. Fisher
Name:	Ronald D. Fisher
Title:	President

GALAXY INVESTMENT HOLDINGS, INC.
By:	/s/ Ronald D. Fisher
Name:	Ronald D. Fisher
Title:	President

Appendix A-1

EXECUTIVE OFFICERS AND DIRECTORS

OF

SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

Name and Business Address	Present Principal Occupation (principal business of employer)	Name and Address of Corporation or Other Organization (if different from address provided in Column 1)
Masayoshi Son*, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Chairman & CEO of SoftBank Group Corp.
Ken Miyauchi*, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Representative Director, President & COO of SoftBank Group Corp. and Director of Yahoo Japan Corporation
Ronald D. Fisher*, a citizen of the United States of America SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Director and Vice Chairman of SoftBank Group Corp. and President of SoftBank Holdings Inc.	SoftBank Holdings Inc. 38 Glen Avenue Newton, Massachusetts 02459
Yun Ma*, a citizen of the People’s Republic of China SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Director of SoftBank Group Corp. and Executive Chairman of Alibaba Group Holding Limited	Alibaba Group Holding Limited Hangzhou Office 18-19/F Xihu International Building A 391 Wen Er Road Hangzhou 310013 People’s Republic of China
Marcelo Claure*, a citizen of the United States of America SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Director of SoftBank Group Corp. and President and CEO of Sprint Corp.	Sprint Corp. 6200 Sprint Pkwy. Overland Park, KS, 66251
Rajeev Misra*, a citizen of the United Kingdom SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Director of SoftBank Group Corp. and CEO of SB Investment Advisers (UK) Limited

Name and Business Address	Present Principal Occupation (principal business of employer)	Name and Address of Corporation or Other Organization (if different from address provided in Column 1)
Simon Segars*, a citizen of the United Kingdom SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Director of SoftBank Group Corp. and CEO of Arm Holdings plc	Arm Holdings plc 150 Rose Orchard Way San Jose, CA 95134
Tadashi Yanai*, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	External Director of SoftBank Group Corp.; Chairman, President & CEO of FAST RETAILING CO., LTD.; Chairman, President and CEO of UNIQLO co., Ltd; and Chairman of GOV RETAILING CO., LTD	FAST RETAILING CO., LTD. 717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894 Japan
Mark Schwartz*, a citizen of the United States of America SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	External Director of SoftBank Group Corp.; Senior Director of The Goldman Sachs Group, Inc.	Goldman Sachs (Asia) LLC Cheung Kong Center, 68th Floor 2 Queens’s Road Central Hong Kong
Yasir O. Al-Rymayyan*, a citizen of Saudi Arabia SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	External Director of SoftBank Group Corp.; Managing Director of Public Investment Fund of Saudi Arabia	Public Investment Fund of Saudi Arabia AlRaidah Digital City Al-Nakheel, P.O. Box 6847, Riyadh 11452, Kingdom of Saudi Arabia
Soichiro Uno**, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu
Hidekazu Kubokawa**, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Audit & Supervisory Board Member of SoftBank Group Corp.; Representative Partner at Yotsuya Partners Accounting Firm; Audit & Supervisory Board Member of Digital Arts Inc.; Corporate Auditor of KYORITSU PRINTING CO., LTD.; Auditor of Pado Corporation
Maurice Atsushi Toyama**, a citizen of the United States of America SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan	Full-time Audit & Supervisory Board Member of SoftBank Group Corp.
Masato Suzaki, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Full-time Audit & Supervisory Board Member of SoftBank Group Corp.

Name and Business Address	Present Principal Occupation (principal business of employer)	Name and Address of Corporation or Other Organization (if different from address provided in Column 1)
Yoshimitsu Goto, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Senior Executive Corporate Officer of SoftBank Group Corp.
Kazuhiko Fujihara, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Senior Executive Corporate Officer of SoftBank Group Corp.
Fumihiro Aono, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Executive Corporate Officer of SoftBank Group Corp.
Kazuko Kimiwada, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Executive Corporate Officer of SoftBank Group Corp.
Ren Tanaka, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Corporate Officer of SoftBank Group Corp.
Kentaro Matsui, a citizen of Japan SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan	Corporate Officer of SoftBank Group Corp.

* Director

** Corporate Auditor

Appendix A-2

EXECUTIVE OFFICERS AND DIRECTORS

OF

STARBURST I, INC.

Set forth below is a list of each executive officer and director of Starburst I, Inc. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each individual is a United States citizen.

Name and Business Address	Present Principal Occupation (principal business of employer)	Name and Address of Corporation or Other Organization (if different from address provided in Column 1)
Ronald D. Fisher* **, a citizen of the United States of America Starburst I, Inc. One Circle Star Way San Carlos, California 94070	Director and President of SoftBank Holdings Inc., a wholly owned subsidiary of SoftBank Group Corp.	SoftBank Holdings Inc. 38 Glen Avenue Newton, Massachusetts 02459
Kabir Misra* ***, a citizen of the United States of America Starburst I, Inc. One Circle Star Way San Carlos, California 94070	Managing Partner, SB Investment Advisers (US) Inc., a wholly owned subsidiary of SoftBank Group Corp.	SB Investment Advisers (US) Inc. One Circle Star Way San Carlos, California 94070
Yoshimitsu Goto*, a citizen of Japan Starburst I, Inc. One Circle Star Way San Carlos, California 94070	Senior Executive Corporate Officer of SoftBank Group Corp.	SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan

* Director

** President

*** Secretary and Treasurer

Appendix A-3

EXECUTIVE OFFICERS AND DIRECTORS

OF

GALAXY INVESTMENT HOLDINGS, INC.

Set forth below is a list of each executive officer and director of Galaxy Investment Holdings, Inc. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

Name and Business Address	Present Principal Occupation (principal business of employer)	Name and Address of Corporation or Other Organization (if different from address provided in Column 1)
Ronald D. Fisher* **, a citizen of the United States of America Galaxy Investment Holdings, Inc. One Circle Star Way San Carlos, California 94070	Director and President of SoftBank Holdings Inc., a wholly owned subsidiary of SoftBank Group Corp.	SoftBank Holdings Inc. 38 Glen Avenue Newton, Massachusetts 02459
Yoshimitsu Goto*, a citizen of Japan Galaxy Investment Holdings, Inc. One Circle Star Way San Carlos, California 94070	Senior Executive Corporate Officer of SoftBank Group Corp.	SoftBank Group Corp. 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303 Japan

* Director

** President

EX-99.13

Exhibit 99.13

10b5-1/10b-18 PURCHASE PLAN AGREEMENT

December 14, 2017

Galaxy Investment Holdings, Inc.

1209 Orange Street

Wilmington, DE 19801

This letter agreement (this “Letter Agreement”) confirms the terms and conditions under which Galaxy Investment Holdings, Inc. (the “Purchaser”) hereby establishes a plan (the “Plan”) to purchase shares of common stock, par value $0.01 (the “Securities”), of Sprint Corporation (the “Issuer”), and under which J.P. Morgan Securities LLC (“JPMS”) will act as its exclusive agent to execute the Plan.

1.    Appointment of JPMS. The Purchaser hereby appoints JPMS as its exclusive agent to purchase Securities on behalf of the Purchaser in the open market pursuant to the Plan. It is the Purchaser’s intention that such purchases benefit from the safe harbor provided by Rule 10b-18 (“Rule 10b-18”) and the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) each promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Plan and the transactions contemplated hereby comply with the requirements of paragraph (c)(1)(i)(B) of Rule 10b5-1, and the Purchaser acknowledges that the Purchaser may be an “affiliated purchaser” of the Issuer, as such term is defined in Rule 10b-18. Accordingly, the Purchaser hereby agrees that the terms of this Letter Agreement and the Plan shall be interpreted to comply with the requirements of such paragraph (c)(1)(i)(B) and that it shall not take, nor permit any person or entity under its control to take, any action that could jeopardize the availability of Rule 10b-18 for purchases of Securities under the Plan or result in such purchases not so complying with the requirements of such paragraph (c)(1)(i)(B). JPMS agrees that it shall use good faith efforts to execute all purchases of Securities under this Letter Agreement in accordance with the timing, price and volume restrictions contained in subparagraphs (2), (3) and (4) of paragraph (b) of Rule 10b-18, taking into account the rules and practices of the principal exchange on which the Securities are traded (the “Principal Market”), it being understood that, except for any willful misconduct, bad faith or gross negligence on the part of JPMS, JPMS shall not be responsible for delays between the execution and reporting of a trade in the Securities, any reporting errors of the Principal Market or third party reporting systems or other circumstances beyond JPMS’s control.

2. Term.

(a) JPMS is authorized to commence purchasing Securities on the date that is the first (1st) Trading Day after the execution of this Letter Agreement (the “Start Date”), and this Letter Agreement and the Plan shall terminate upon the earliest of (the period from and including the Start Date to such termination, the “Plan Period”):

(i) the one-year anniversary of the date hereof;

(ii) the completion of all purchases contemplated by the Plan;

(iii) subject to Section 11 below, the receipt by either party from the other of written notice of termination;

(iv) the existence of any legal or regulatory restriction that would prohibit any purchase pursuant to the Plan;

(v) the public announcement (as defined in Rule 165(f) under the Securities Act of 1933, as amended) of any merger, acquisition, or similar transaction relating to the Issuer (other than any such transaction in which the Issuer is the acquiring party and the consideration consists solely of cash and there is no valuation period);

In this document, “[***]” indicates that confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.

(vi) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or the Purchaser under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official with respect to the Issuer or the Purchaser, or the taking of any corporate action by the Issuer or the Purchaser to authorize or commence any of the foregoing; and

(vii) the failure of the Purchaser to comply with Section 7 hereof.

(b) If, as contemplated by paragraph (a)(iv) of this Section 2, at any time during the term of this Letter Agreement, any legal or regulatory restriction that is applicable to the Issuer, the Purchaser or the affiliates of the Issuer or the Purchaser would prohibit any purchase pursuant to the Plan, the Purchaser shall give JPMS notice of such restriction as soon as practicable (such notice, a “Required Termination Notice”). Such notice shall not include any information about the nature of the restriction or its applicability to the relevant entity.

(c) The Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to the termination of the Plan. In addition, if JPMS receives notice of termination (including any Required Termination Notice) or of any of the termination events listed above, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS except to the extent such bid is cancelable by JPMS prior to its execution.

(d) Sections 7 and 11 of this Letter Agreement shall survive any termination hereof.

3.    Purchases Outside Plan. The Purchaser agrees that it shall not, and shall cause SoftBank Group Corp. (“SoftBank”) and any of its controlled subsidiaries or affiliates not to (i) directly or indirectly purchase, offer to purchase or place any bid or limit order for the purchase of any Securities or any securities convertible or exchangeable into or exercisable for, or the value of which is derived from, the Securities during the Plan Period except under the Plan pursuant to this Letter Agreement or the 10b-18 Purchase Agreement (Non-Exclusive) between the Purchaser and JPMS dated August 1, 2013 (the “10b-18 Agreement”), or (ii) enter into any similar purchase plan (other than the Rule 10b-18 Agreement) or any derivative transaction, accelerated share repurchase transaction or other transaction with a purchase period, valuation period, calculation period or similar period during which the Purchaser’s counterparty to such plan or transaction could reasonably be expected to purchase Securities, which period overlaps with the Plan Period. If the Purchaser becomes aware that SoftBank or any of its controlled subsidiaries or affiliates has taken any such action during the Plan Period, the Purchaser shall so notify JPMS as soon as practicable. For purposes of this Letter Agreement, the terms “controlled subsidiaries” and “affiliates” shall be expressly understood to not include Sprint Corporation or its subsidiaries. The Purchaser agrees that it will elect to terminate this Letter Agreement pursuant to Paragraph 10 should Sprint Corporation or its subsidiaries take any action contemplated in this Section during the Plan Period.

4. Purchasing Procedures.

(a)    On each Trading Day during the Plan Period on which no Market Disruption Event (as defined below) occurs, JPMS shall use commercially reasonable efforts to purchase as agent for the Purchaser and for the account of the Purchaser the lesser of (i) the maximum number of Securities that the Purchaser could purchase on such Trading Day in accordance with the volume condition set forth in Rule 10b-18 and (ii) the number of Securities that JPMS is able, subject to market conditions and principles of best execution, to purchase as agent for the Purchaser and for the account of the Purchaser on such Trading

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Day using commercially reasonable means in accordance with the Plan guidelines set forth in Annex A hereto. JPMS may purchase Securities on the Principal Market, any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Any numbers of Securities to be purchased (and any corresponding purchase price limits or ranges) set forth in Annex A shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Securities or any change in capitalization with respect to the Issuer or any similar event that occurs during the term of this Letter Agreement, as determined by JPMS in good faith and a commercially reasonable manner.

A “Trading Day” is any day during the Plan Period that the Principal Market is open for business and the Securities trade regular way on the Principal Market.

“Market Disruption Event” means that (i) there occurs any material (as reasonably determined by JPMS) suspension of or limitation on trading by the Principal Market, (ii) there occurs any event that materially (as reasonably determined by JPMS) disrupts or impairs the ability of market participants in general to effect transactions in or obtain market values for the Securities or futures or options contracts on the Securities or (iii) the Principal Market closes prior to its scheduled closing time for such trading day.

(b)    In the event that JPMS, in its discretion, determines that it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related internal policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by JPMS) for JPMS to refrain from purchasing Securities or to purchase fewer than the number of Securities otherwise specified in the instructions provided by the Purchaser on any day, then JPMS may, in its sole discretion, elect that the number of Securities purchased shall be reduced for such day to an amount determined by JPMS in its discretion.

(c)    Any Securities purchased pursuant to the Plan shall be purchased under ordinary principles of best execution at the then-prevailing market price. Subject to the terms of the Plan as set forth herein (including Annex A hereto), JPMS shall have full discretion with respect to the execution of all purchases, and the Purchaser acknowledges and agrees that the Purchaser does not have, and shall not attempt to exercise, any influence over how, when or whether purchases of Securities are affected pursuant to the Plan. The Purchaser acknowledges and agrees that, in purchasing Securities pursuant to the Plan, JPMS will be an independent contractor and will not be acting as the Purchaser’s trustee or fiduciary or in any similar capacity. JPMS agrees that no person who exercises influence, directly or indirectly, on its behalf in effecting purchases of Securities pursuant to this Letter Agreement may do so while aware of material, non-public information relating to the Securities or the Issuer.

5. Payment for and Delivery of Purchased Securities; Monitoring Procedures. Payment for Securities purchased, together with any applicable fees, shall be made by the Purchaser within one standard settlement cycle after the purchase. Purchased Securities will be held or delivered in accordance with instructions to be furnished by the Purchaser. On any day on which JPMS purchases Securities hereunder, JPMS shall provide a daily email report confirming purchases of Securities to the Purchaser and to such other persons or agents of the Purchaser as the Purchaser shall designate. Such report shall include the specific price and number of shares purchased at each such specific price for the Purchaser and for affiliated purchasers.

6. Compensation. For the services provided in this Letter Agreement, the Purchaser agrees to pay to JPMS a fee of $[***] per share for the Securities purchased pursuant to the terms of this Letter Agreement.

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7. Representations, Warranties and Agreements. The Purchaser represents and warrants to, and agrees with, JPMS as follows:

(a)    This Letter Agreement and the transactions contemplated herein have been duly authorized by the Purchaser and have been reviewed, to the extent required, pursuant to or under any and all applicable policies and procedures of the Issuer applicable to purchases of Securities by its “affiliated purchasers”; this Letter Agreement is the valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification as may be limited by applicable law; performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or conflict with or result in a breach of or constitute a default under any agreement or instrument to which the Purchaser is a party or by which it or any of its property is bound or its certificate of incorporation or by-laws; and no governmental, administrative or official consent, approval or authorization is required for performance of the transactions contemplated herein.

(b)    As of the date of this Letter Agreement, the Purchaser is not aware of any material nonpublic information concerning the Securities or the business, operations or prospects of the Issuer.

(c)    The Purchaser is engaging JPMS and entering into this Letter Agreement and the Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, including, without limitation, Rule 10b-5 under the Exchange Act. Until this Letter Agreement is terminated, the Purchaser agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Securities.

(d)    The Purchaser is not entering into this Letter Agreement to create actual or apparent trading activity in the Securities (or any security convertible into or exchangeable for the Securities) or to raise or depress the price of the Securities (or any security convertible into or exchangeable for the Securities) for the purpose of inducing others to buy or sell Securities, and will not engage in any other securities or derivative transaction to such ends.

(e)    During the term of this Letter Agreement, neither the Purchaser nor its officers or employees shall, directly or indirectly, disclose to any person at JPMS effecting purchases under the Plan any material nonpublic information regarding the Issuer or the Securities or any information regarding the Issuer or the Securities that could reasonably be expected to influence the execution of the Plan.

(f)    The Purchaser acknowledges that JPMS is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A), respectively, of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge that each transaction under this Letter Agreement is intended to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and each payment or delivery of cash, Securities or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code, and the parties hereto are to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code.

(g)    Prior to 8:00 a.m., New York City time on the Start Date, the Purchaser shall provide to JPMS all information, other than publicly reported trading volumes, as may be reasonably requested by JPMS that is necessary for JPMS to calculate the maximum number of Securities that may be purchased as of the Start Date in accordance with the volume condition set forth in Rule 10b-18, and JPMS shall be entitled to rely on such information so provided.

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(h)    The Purchaser shall not, and shall cause SoftBank and its controlled subsidiaries and affiliates not to, take any action that would cause Regulation M under the Exchange Act (“Regulation M”) to be applicable to any purchases of Securities, or any security for which the Securities are a reference security (as defined in Regulation M), by the Purchaser during the Plan Period. The Purchaser agrees that it will elect to terminate this Letter Agreement pursuant to Paragraph 10 should Sprint Corporation or its subsidiaries take any action contemplated in this Section during the Plan Period.

(i)    The Purchaser shall be solely responsible for compliance with all statutes, rules and regulations applicable to the Purchaser and the transactions contemplated hereby, including, without limitation, reporting and filing requirements. The Purchaser acknowledges and agrees that it is not relying, and has not relied, upon JPMS or any affiliate of JPMS with respect to the legal, accounting, tax or other implications of the Plan and the transactions contemplated thereby and that it has conducted its own analyses of the legal, accounting, tax and other implications hereof. JPMS has made no representation and has no obligation with respect to whether the Plan or the transactions contemplated thereunder qualify for the safe harbor provided by Rule 10b-18 or the affirmative defense provided by Rule 10b5-1.

8. Disclosure of Acquisition Program. The Purchaser represents and warrants that it will publicly disclose the acquisition of the Securities, as required, in accordance with Section 13 and Section 16 of the Exchange Act.

9. Other Purchases by JPMS. Nothing herein shall preclude the purchase by JPMS of Securities for JPMS’s own account, or the solicitation or execution of purchase or sale orders of Securities for the account of JPMS’s clients.

10. Amendment, Modification, Waiver or Termination. Any amendment, modification, waiver or termination of this Letter Agreement or the Plan, including without limitation any election by the Purchaser to terminate this Letter Agreement or the Plan, must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in paragraph (c) of Rule 10b5-1. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which the Purchaser is aware of any material nonpublic information concerning the Issuer or the Securities. The Purchaser acknowledges and agrees that any action taken by it that results in the termination of the Plan pursuant to Section 2 is subject to the principles set forth in this section.

11. Notices. Any written communication shall be sent to the address specified below: and shall become effective upon receipt:

(a) if to JPMS, to it at

J.P. Morgan Securities LLC

383 Madison Avenue, 5^th Floor

New York, NY 10179

Attention: Sanjeet Dewal

Telephone: (212) 622-8783

or at such other address as may from time to time be designated by notice to the Purchaser in writing; and

(b) if to the Purchaser, to it at

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Galaxy Investment Holdings, Inc.

c/o SB Group US. Inc.

One Circle Star Way

San Carlos, CA 94070

Attn: Brian Wheeler

E-mail: legal@softbank.com

Telephone: (650) 562-8211

or at such other address as may from time to time be designated by notice to JPMS in writing.

12. [Intentionally omitted.]

13. Assignment. Neither party may assign its rights and obligations under this Letter Agreement to any other party; provided that JPMS may assign its rights and obligations under this Letter Agreement to any subsidiary of J.P. Morgan Chase & Co.

14. Governing Law. This Letter Agreement and any claim relating hereto shall be governed by and construed in accordance with the law of the State of New York. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the Federal and state courts located in the Borough of Manhattan, in the City of New York in any suit or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

15. This Letter Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

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If the foregoing correctly sets forth our agreement, please sign the form of acceptance below.

J.P. MORGAN SECURITIES LLC

By:	/s/ Jemil Salih
Name:	Jemil Salih
Title:	Executive Director

Agreed to and accepted as of:

GALAXY INVESTMENT HOLDINGS, INC.

By:	/s/ Ronald D. Fisher
Name:	Ronald D. Fisher
Title:	Director

Annex A

Price Range	Maximum Daily Purchase in Shares
[***] [***] [***] [***]	[***] [***] [***] [***]

The above share percentages for maximum daily repurchase limits are to be followed on a trade-by-trade basis. If during the day the stock price increases to a higher price category, as set forth above, purchases must cease, if the maximum percentage for that limit price has already been purchased. If during the trading day the stock price falls to a lower price category, as set forth above, purchases may resume, subject to the maximum daily amount for the lower price, which shall be aggregated with any prior purchases for such trading day. Notwithstanding anything in this Annex A to the contrary, in all circumstances JPMS will make such purchases pursuant to the safe harbor provided by Rule 10b-18.

The aggregate maximum number of Securities to be purchased following the execution of the Plan may not exceed [***] shares.

A-1