0000950157-20-000801.txt : 20200624
0000950157-20-000801.hdr.sgml : 20200624
20200624204149
ACCESSION NUMBER: 0000950157-20-000801
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200622
FILED AS OF DATE: 20200624
DATE AS OF CHANGE: 20200624
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DEUTSCHE TELEKOM AG
CENTRAL INDEX KEY: 0000946770
STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812]
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33409
FILM NUMBER: 20986839
BUSINESS ADDRESS:
STREET 1: FRIEDERICH EBERT ALLEE 140
CITY: D53113 BONN GERMANY
STATE: I8
BUSINESS PHONE: 4922818190
MAIL ADDRESS:
STREET 1: FRIEDERICH EBERT ALLEE 140
CITY: D 53113 BONN GERMANY
STATE: I8
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: T-Mobile Global Zwischenholding GmbH
CENTRAL INDEX KEY: 0001576359
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33409
FILM NUMBER: 20986840
BUSINESS ADDRESS:
STREET 1: FRIEDRICH-EBERT-ALLEE 140
CITY: BONN
STATE: 2M
ZIP: D53113
BUSINESS PHONE: 49-228-181-0
MAIL ADDRESS:
STREET 1: FRIEDRICH-EBERT-ALLEE 140
CITY: BONN
STATE: 2M
ZIP: D53113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: T-Mobile Global Holding GmbH
CENTRAL INDEX KEY: 0001576360
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33409
FILM NUMBER: 20986841
BUSINESS ADDRESS:
STREET 1: LANDGRABENWEG 151
CITY: BONN
STATE: 2M
ZIP: D53227
BUSINESS PHONE: 49-228-181-0
MAIL ADDRESS:
STREET 1: LANDGRABENWEG 151
CITY: BONN
STATE: 2M
ZIP: D53227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Deutsche Telekom Holding B.V.
CENTRAL INDEX KEY: 0001597213
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33409
FILM NUMBER: 20986842
BUSINESS ADDRESS:
STREET 1: STATIONSPLEIN 8K
CITY: MAASTRICHT
STATE: P7
ZIP: 6221 BT
BUSINESS PHONE: 31 43 7999 050
MAIL ADDRESS:
STREET 1: STATIONSPLEIN 8K
CITY: MAASTRICHT
STATE: P7
ZIP: 6221 BT
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: T-Mobile US, Inc.
CENTRAL INDEX KEY: 0001283699
STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER: 200836269
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12920 SE 38TH STREET
CITY: BELLEVUE
STATE: WA
ZIP: 98006
BUSINESS PHONE: 800-318-9270
MAIL ADDRESS:
STREET 1: 12920 SE 38TH STREET
CITY: BELLEVUE
STATE: WA
ZIP: 98006
FORMER COMPANY:
FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC
DATE OF NAME CHANGE: 20040315
4
1
form4.xml
FORM 4
X0306
4
2020-06-22
0001283699
T-Mobile US, Inc.
TMUS
0001597213
Deutsche Telekom Holding B.V.
STATIONSPLEIN 8K
MAASTRICHT
P7
6221 BT
NETHERLANDS
true
true
0001576360
T-Mobile Global Holding GmbH
LANDGRABENWEG 151
BONN
2M
53227
GERMANY
true
true
0001576359
T-Mobile Global Zwischenholding GmbH
FRIEDRICH-EBERT-ALLEE 140
BONN
2M
53113
GERMANY
true
true
0000946770
DEUTSCHE TELEKOM AG
FRIEDERICH-EBERT-ALLEE 140
BONN
2M
53113
GERMANY
true
true
Call Option (Right to Buy)
2020-06-22
4
A
0
44905479
A
2020-06-22
2024-06-22
Common Stock
44905479
44905479
D
The exercise price per share of the call options (the "Call Options") granted pursuant to the Newco-DT Call Option, among T-Mobile Agent LLC ("T-Mobile Agent"), as grantor, SoftBank Group Capital Ltd ("SBGC"), as registrar, and Deutsche Telekom AG ("DT"), as optionholder, dated June 22, 2020 (the "Newco-DT Call Option") is the lesser of (i) $106.90 and (ii) the volume weighted average price of the shares of common stock (the "Common Stock") of T-Mobile US, Inc. (the "Company") sold by SoftBank Group Corp. ("SoftBank") in one or more underwritten public offerings of Common Stock on or prior to December 22, 2020, which may include one or more "synthetic secondary offerings" undertaken through the Company,
(Continued from footnote 1) in each case during the period beginning on June 22, 2020 and ending on the earlier of (x) December 22, 2020 and (y) the close of business on the business day immediately preceding the date of delivery of the first notice of exercise of the Call Options by DT, calculated after all discounts, commissions, spreads, fees or other similar amounts as determined by, or agreed to with, the underwriters, placement agents or other persons performing similar functions in connection with such public offerings.
(Continued from footnote 2) On and after October 2, 2020, each of DT and T-Mobile Agent shall have the right to effectuate an exchange of the Newco-DT Call Option pursuant to which T-Mobile Agent shall transfer and assign to each optionholder a pro rata interest in the SB-Newco Call Option, between SBGC, as grantor, and T-Mobile Agent LLC, as optionholder, dated June 22, 2020 (the "SB-Newco Call Option"). To effectuate this transfer and assignment, T-Mobile Agent shall issue a SB-Newco Call Option, in each case, registered in the name of each optionholder of Newco-DT Call Options and representing the right of each optionholder to purchase the same number of shares of Common Stock subject to each such exchanged Newco-DT Call Option.
In connection with the transactions between or among SoftBank, DT, Claure Mobile LLC (the "Executive Purchaser"), SBGC, Delaware Project 4 L.L.C. ("Project 4 LLC"), Delaware Project 6 L.L.C. ("Project 6 LLC" and, together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Company as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Company, dated June 22, 2020 (the "Master Framework Agreement"),
(Continued from footnote 4) DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SoftBank granted to the Company and the Company granted to DT the Call Options.
The derivative securities are directly held by DT.
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that each of Timotheus Hottges, Chief Executive Officer of DT, Srini Gopalan, Board Member for Europe of DT, Dr. Christian P. Illek, Board Member for Finance of DT, Raphael Kubler, Senior Vice President of the Corporate Operating Office of DT and Managing Director of Deutsche Telekom Holding B.V. and Thorsten Langheim, Board Member for USA and Group Development of DT, serve on the board of directors of the Issuer. Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
/s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Raphael Kubler, Managing Director, for Deutsche Telekom Holding B.V.
2020-06-24
/s/ Frank Schmidt, Managing Director, for T-Mobile Global Holding GmbH; /s/ Michaela Klitsch, Managing Director, for T-Mobile Global Holding GmbH
2020-06-24
/s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Helmut Becker, Managing Director, for T-Mobile Global Zwischenholding GmbH
2020-06-24
/s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Dr. Ulrich Zwach, Vice President DT Legal, for Deutsche Telekom AG
2020-06-24