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. |
* |
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.
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Deutsche Telekom Holding B.V.
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
The Netherlands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
669,632,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
669,632,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
54.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of
June 26, 2020 and (iii) 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 June 26, 2020. 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 and the other persons referred to in Schedule B attached to this Schedule 13D (the “Separately Filing Group
Members”).
|
** |
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) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii) 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 June 26, 2020. 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 and the Separately Filing Group Members.
|
**** |
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
|
NAME OF REPORTING PERSON
|
|
|
||
T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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*
|
|
|
|
669,632,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
669,632,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
54.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii)
106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of June 26, 2020. 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 and the Separately Filing Group Members.
|
** |
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) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii) 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 June 26, 2020. 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 and the Separately Filing Group Members.
|
**** |
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
|
NAME OF REPORTING PERSON
|
|
|
||
T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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*
|
|
|
|
669,632,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
669,632,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
54.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii)
106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of June 26, 2020. 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 and the Separately Filing Group Members.
|
** |
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) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii)
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 June 26, 2020. 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 and the Separately Filing Group Members.
|
**** |
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
|
NAME OF REPORTING PERSON
|
|
|
||
Deutsche Telekom AG
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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*
|
|
|
|
669,632,564
|
|
|
|||
|
|
||||
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***
|
|
|
||
669,632,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
54.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii)
106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of June 26, 2020. 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 and the Separately Filing Group Members.
|
** |
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) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii) 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 June 26, 2020. 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 and the Separately Filing Group Members.
|
**** |
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
|
Deutsche Telekom AG | ||||
By: | /s/ Dr. Axel Lützner | |||
|
Name: |
Dr. Axel Lützner |
||
Title: | Vice President DT Legal |
By: | /s/ Dr. Ulrich Zwach | |||
|
Name: |
Dr. Ulrich Zwach | ||
Title: | Vice President DT Legal |
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)
|
Number of Shares Beneficially Owned With(2)
|
|||
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
||
SoftBank Group Corp.
|
131,041,623 (10.6%)
|
0
|
0
|
131,041,623
|
0
|
SoftBank Group Capital Limited
|
24,750,000 (2.0%)
|
0
|
0
|
24,750,000
|
0
|
Delaware Project 6 L.L.C. |
106,291,623 (8.6%) |
0 | 0 | 106,291,623 |
0 |