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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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 Capital Ltd (Last) (First) (Middle) 69 GROSVENOR ST (Street) LONDON X0 W1K 3JP (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2020
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2020		J(1)		48,751,557	D	(1)	304,606,049	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to acquire	(1)	04/01/2020		J(1)		48,751,557		(1)	(1)	Common Stock	48,751,557	(1)	48,751,557	D(2)

1. Name and Address of Reporting Person* SoftBank Group Capital Ltd (Last) (First) (Middle) 69 GROSVENOR ST (Street) LONDON X0 W1K 3JP (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOFTBANK GROUP CORP (Last) (First) (Middle) 1-9-1, HIGASHI-SHIMBASHI (Street) MINATO-KU TOKYO M0 105-7303 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See remarks below.

2. The shares are directly held by SoftBank Group Capital Ltd, a wholly owned subsidiary of SoftBank. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SoftBank Group Capital Ltd. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Remarks: (1) SoftBank Group Corp. ("SoftBank"), T-Mobile US, Inc. ("T-Mobile") and Deutsche Telekom AG entered into a letter agreement, dated February 20, 2020 (the "Letter Agreement"), pursuant to which SoftBank agreed to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares of T-Mobile Common Stock (such number of shares, the "Specified Shares Amount"), effective immediately following the effective time of the merger of a wholly owned subsidiary of T-Mobile with and into Sprint Corporation ("Sprint"), with Sprint continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). The Merger closed on April 1, 2020, and SoftBank Group Capital Ltd surrendered the Specified Shares Amount in accordance with the Letter Agreement. The Letter Agreement further provides that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on the NASDAQ Global Select Market is equal to or greater than $150.00 at any time during the period commencing on April 1, 2022 and ending on December 31, 2025, T-Mobile will issue to SoftBank, for no additional consideration, a number of shares of T-Mobile Common Stock equal to the Specified Shares Amount, subject to the terms and conditions set forth in the Letter Agreement.

	Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD	04/02/2020
	Robert Townsend, Senior VP and Chief Legal Officer of SOFTBANK GROUP CORP.	04/02/2020
	** Signature of Reporting Person	Date
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