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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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*
|
|
|
|
683,889,210
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
595,365,844 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
683,889,210
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
57.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 595,365,844 shares of Common Stock held by Deutsche Telekom Holding B.V. (“DT Holding”), (ii) 39,771,809 shares of Common Stock held by Delaware Project 6 L.L.C. (“Project 6”), a
wholly-owned subsidiary of SoftBank Group Corp. (“SoftBank”) and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom AG (“Deutsche Telekom”)), and
(iii) 48,751,557 shares of Common Stock held by Delaware Project 9 L.L.C. (“Project 9”), a wholly-owned subsidiary of SoftBank and subject to the Proxy.1
|
** |
Consists of 595,365,844 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,186,867,575 shares of Common Stock outstanding as of January 31, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the Commission on February 2, 2024.
|
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*
|
|
|
|
683,889,210
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
595,365,844
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
683,889,210
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
57.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 595,365,844 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such shares of
Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
|
** |
Consists of 595,365,844 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,186,867,575 shares of Common Stock outstanding as of January 31, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the Commission on February 2, 2024.
|
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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*
|
|
|
|
683,889,210
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
595,365,844
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
683,889,210
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
57.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 595,365,844 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of
which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
|
** |
Consists of 595,365,844 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,186,867,575 shares of Common Stock outstanding as of January 31, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the Commission on February 2, 2024.
|
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 (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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*
|
|
|
|
683,889,210
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
595,365,844 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
683,889,210
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
57.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 595,365,844 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such
shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
|
** |
Consists of 595,365,844 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,186,867,575 shares of Common Stock outstanding as of January 31, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the Commission on February 2, 2024.
|
DEUTSCHE TELEKOM AG
|
||||
By:
|
/s/ Christoph Appel | |||
Name:
|
Christoph Appel
|
|||
Title:
|
Attorney-in-fact
|
|||
T-MOBILE GLOBAL ZWISCHENHOLDING GMBH
|
||||
By:
|
/s/ Christoph Appel | |||
Name:
|
Christoph Appel
|
|||
Title:
|
Attorney-in-fact
|
|||
T-MOBILE GLOBAL HOLDING GMBH
|
||||
By:
|
/s/ Christoph Appel | |||
Name:
|
Christoph Appel
|
|||
Title:
|
Attorney-in-fact
|
|||
DEUTSCHE TELEKOM HOLDING B.V.
|
||||
By:
|
/s/ Christoph Appel | |||
Name:
|
Christoph Appel
|
|||
Title:
|
Attorney-in-fact
|
Name
|
|
Business Address
|
|
Present Principal Occupation
|
Timotheus Höttges
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Chairman of the Board
|
Dr. Feri Abolhassan Pur-Moghaddam
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Board Member for T-Systems
|
||
Birgit Bohle
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Human Resources and Labor
|
Srinivasan Gopalan †
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Germany
|
Dr. Christian P. Illek
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Finance (CFO)
|
Thorsten Langheim
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for USA and Group Development
|
Dominique Leroy∞
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Europe
|
Claudia Nemat
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for
Technology and Innovation
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Dr. Frank Appel (Chairman)
|
Friedrich-Ebert-Allee 140 Bonn,
Germany 53113
|
Member of the Supervisory Board of Fresenius Management SE, Bad Homburg
|
||
Odysseus D. Chatzidis *
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the European Works Council of Deutsche Telekom AG, Bonn
|
||
Eric Daum
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113 |
First Deputy Chairman of the Group Works Council of Deutsche Telekom AG, Bonn
|
||
Constantin Greve
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113 |
Chairman of the Works Council of Deutsche Telekom AG, Bonn
|
||
Katja Hessel
|
Wilhelmstraße 97,
Berlin, Germany 10117 |
Parliamentary State Secretary to the Federal Minister of Finance, Berlin
|
||
Lars Hinrichs
|
Badestraße 2,
Hamburg, Germany 20148 |
Managing Partner Cinco Capital GmbH, Hamburg and CEO Digital Art Museum GmbH
|
||
Dr. Helga Jung
|
Hahnenbichlstraße 24
Ettringen, Germany 86833
|
Former Member of the Board of Management of Allianz SE, Munich
|
||
Dagmar P. Kollmann †
|
Grinzinger Allee 50,
Vienna, Austria 1190
|
Entrepreneur and member of several supervisory and advisory boards
|
||
Stefanie Kreusel
|
Hahnstraße 43d,
Frankfurt am Main, Germany 60528
|
Senior Vice President, Customer & Public Relations at Deutsche Telekom Geschäftskunden GmbH, Bonn, Group Officer for Digital Education and School at Deutsche Telekom AG, Bonn, Chairwoman of the Executive
Staff Representation Committee of Deutsche Telekom Geschäftskunden GmbH, Bonn, Deputy Chairwoman of the Group Executive Staff Representation Committee of Deutsche Telekom AG, Bonn
|
||
Harald Krüger
|
Briennerstraße 29, München, Germany 80333
|
Managing Partner of KC&C GmbH, Gräfelfing
|
||
Kerstin Marx
|
Friedrich-Ebert-Allee 140, Bonn, Germany 53113
|
Chairwoman of the Group Works Council of Deutsche Telekom AG, Bonn
|
||
Dr. Reinhard Ploss
|
Moosacher Straße 80
Munich, Germany 80809 |
Chairman of the Supervisory Board of Knorr-Bremse AG, München
|
||
Frank Sauerland
|
Paula-Thiede-Ufer 10,
Berlin, Germany 10179
|
Head of the Collective Bargaining Policy Committee IKT, National Committee A at the ver.di National Executive Board, Berlin
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Christoph Schmitz-Dethlefsen (Deputy Chairman)
|
Paula-Thiede-Ufer 10
Berlin, Germany 10179 |
Member of the ver.di National Executive Board, Head of Department for Financial Services, Communication and Technology, Culture, Supply and Disposal, Berlin, member of the Supervisory Board of AXA Konzern AG,
Cologne
|
||
Susanne Schöttke
|
Hüxstr. 1
Lübeck, Germany 23552 |
Head of State District North ver.di, Lübeck
|
||
Nicole Seelemann-Wandtke
|
Kronshagener Weg 105,
Kiel, Germany 24116
|
Deputy Chairwoman of the Works Council of the Consumer unit at Telekom Deutschland GmbH, Bonn
|
||
Karl-Heinz Streibich
|
Zimmerweg 15,
Frankfurt, Germany 60325
|
Honorary chairman of acatech senate– Deutsche Akademie der Technikwissenschaften, Berlin, Deputy Chairman of the Supervisory Board of Siemens Healthineers AG, Erlangen, and member of the Supervisory Board of
Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München, Munich
|
||
Margret Suckale
|
Hochfeldstraße 4b,
Tegernsee, Germany 83684 |
Member of the Supervisory Boards of DWS Group GmbH & Co. KGaA, Frankfurt/Main, Heidelberg Materials AG, Heidelberg, Infineon Technologies AG, Neubiberg
|
||
Karin Topel
|
Querstraße 1,
Leipzig, Germany 04103 |
Chairwoman of the Works Council at Deutsche Telekom Technik GmbH, Bonn, Technical Branch Office, Eastern District
|
||
Stefan B. Wintels
|
Palmengartenstraße 5-9, Frankfurt am Main, Germany 60325
|
CEO KfW, Frankfurt am Main
|
Date
|
Number of Shares Sold
|
Weighted Avg. Price Per Share
|
Price Range Per Share
|
|
Low
|
High
|
|||
01/16/24
|
194,910
|
$162.4652
|
$160.69
|
$163.22
|
01/17/24
|
194,910
|
$164.2683
|
$162.795
|
$165.0429
|
01/18/24
|
194,910
|
$164.5388
|
$162.58
|
$165.34
|
01/19/24
|
194,910
|
$165.3641
|
$164.38
|
$165.94
|
01/22/24
|
194,910
|
$164.8493
|
$164.32
|
$165.54
|
01/23/24
|
194,910
|
$164.5281
|
$163.51
|
$165.616
|
01/24/24
|
194,910
|
$162.7491
|
$161.90
|
$164.57
|
01/25/24
|
194,910
|
$162.4416
|
$162.01
|
$163.24
|
01/26/24
|
194,910
|
$163.2509
|
$159.80
|
$165.57
|
01/29/24
|
194,910
|
$161.8482
|
$159.49
|
$163.46
|
01/30/24
|
194,910
|
$162.1278
|
$161.66
|
$163.78
|
01/31/24
|
194,910
|
$161.4019
|
$160.455
|
$162.81
|
02/01/24
|
194,910
|
$161.9106
|
$160.27
|
$162.94
|
02/02/24
|
194,910
|
$162.0314
|
$161.285
|
$163.27
|
02/05/24
|
194,910
|
$161.5355
|
$160.00
|
$162.19
|
02/06/24
|
194,910
|
$161.1344
|
$160.59
|
$162.31
|
02/07/24
|
194,910
|
$161.7342
|
$160.80
|
$162.26
|
02/08/24
|
194,910
|
$160.4415
|
$159.27
|
$161.82
|
02/09/24
|
194,910
|
$161.3782
|
$160.305
|
$162.62
|
02/12/24
|
194,910
|
$161.6484
|
$161.13
|
$162.37
|
02/13/24
|
194,910
|
$160.6897
|
$160.02
|
$162.52
|
02/14/24
|
194,910
|
$161.3778
|
$160.93
|
$161.97
|
02/15/24
|
194,910
|
$161.4662
|
$160.855
|
$162.09
|
02/16/24
|
194,910
|
$160.4792
|
$159.65
|
$161.24
|
02/20/24
|
194,910
|
$162.0959
|
$161.30
|
$163.36
|
02/21/24
|
194,910
|
$163.6965
|
$162.80
|
$164.05
|
02/22/24
|
194,910
|
$163.5278
|
$162.80
|
$164.13
|
02/23/24
|
194,910
|
$164.5723
|
$163.38
|
$165.47
|
02/26/24
|
194,910
|
$163.8473
|
$163.20
|
$164.37
|
02/27/24
|
194,910
|
$163.6500
|
$162.96
|
$164.30
|
02/28/24
|
194,910
|
$163.8052
|
$163.1775
|
$164.54
|
02/29/24
|
194,910
|
$163.0210
|
$162.45
|
$164.43
|
03/01/24
|
194,910
|
$163.1718
|
$162.10
|
$163.77
|
03/04/24
|
194,910
|
$163.2310
|
$162.45
|
$163.75
|
03/05/24
|
194,910
|
$165.6563
|
$163.71
|
$166.58
|
03/06/24
|
194,910
|
$167.5251
|
$165.90
|
$168.11
|
03/07/24
|
204,801
|
$165.5228
|
$164.085
|
$168.63
|
03/08/24
|
194,910
|
$164.2158
|
$163.49
|
$165.44
|
03/11/24
|
194,910
|
$164.4815
|
$163.18
|
$165.18
|
03/12/24
|
189,670 |
$163.8898
|
$163.41 | $164.64 |
03/13/24
|
189,670 |
$163.8117
|
$163.48
|
$164.80
|