1
|
NAMES OF REPORTING PERSONS
|
|
|
|
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*
|
|
|
671,885,865
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
|
590,091,200
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
|
671,885,865
|
|
|
||
|
|
|||
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)***
|
|
|
|
57.2%
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
||
|
|
* |
Consists of the sum of (i) 583,362,499 shares of Common Stock held by Deutsche Telekom Holding B.V. (“DT Holding”), (ii) 6,728,701 shares of Common Stock held by Deutsche Telekom AG (“Deutsche Telekom”) (iii) 33,043,108 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 28,243,108 of such shares of Common Stock are subject to call options
granted by Project 6 to Deutsche Telekom), and (iv) 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.
|
** |
Consists of (i) 583,362,499 shares of Common Stock held by DT Holding and (ii) 6,728,701 shares of Common Stock held by Deutsche Telekom.
|
*** |
Based on 1,175,119,211 shares of Common Stock outstanding as of May 1, 2024, which includes 1,171,854,259 shares of Common Stock outstanding as of April 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed
with the Commission on April 26, 2024, and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Issuer’s acquisition of Ka’ena Corporation, Mint Mobile, LLC and Mint Mobile Incentive Company,
LLC (collectively, the “Mint Acquisition”).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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*
|
|
|
|
665,157,164
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
583,362,499
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
665,157,164
|
|
|
|||
|
|
||||
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)***
|
|
|
||
56.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 583,362,499 shares of Common Stock held by DT Holding, (ii) 33,043,108 shares of Common Stock held by Project 6 and subject to the Proxy (of which 28,243,108 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 583,362,499 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,175,119,211 shares of Common Stock outstanding as of May 1, 2024, which includes 1,171,854,259 shares of Common Stock outstanding as of April 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed
with the Commission on April 26, 2024, and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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)
|
|
|
||
|
|
|
|||
|
|
||||
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*
|
|
|
|
665,157,164
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
583,362,499
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
583,362,499
|
|
|
|||
|
|
||||
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)***
|
|
|
||
56.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 583,362,499 shares of Common Stock held by DT Holding, (ii) 33,043,108 shares of Common Stock held by Project 6 and subject to the Proxy (of which 28,243,108 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 583,362,499 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,175,119,211 shares of Common Stock outstanding as of May 1, 2024, which includes 1,171,854,259 shares of Common Stock outstanding as of April 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed
with the Commission on April 26, 2024, and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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*
|
|
|
|
665,157,164
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
583,362,499
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
665,157,164
|
|
|
|||
|
|
||||
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)***
|
|
|
||
56.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 583,362,499 shares of Common Stock held by DT Holding, (ii) 33,043,108 shares of Common Stock held by Project 6 and subject to the Proxy (of which 28,243,108 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 583,362,499 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,175,119,211 shares of Common Stock outstanding as of May 1, 2024, which includes 1,171,854,259 shares of Common Stock outstanding as of April 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed
with the Commission on April 26, 2024, and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
This Item 3 is hereby amended and supplemented as follows:
|
|
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
|
|
The cash used to exercise the 2022 Replacement SB-Newco Call Option (as discussed in Item 6 of this Schedule 13D) was obtained by drawing on Deutsche Telekom’s working capital.
|
|
Item 4.
|
Purpose of the Transaction
|
This Item 4 is hereby amended and supplemented as follows:
|
|
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
|
|
Item 5.
|
Interests in Securities of the Issuer
|
This Item 5 is hereby amended and supplemented as follows:
|
|
(a)-(b) The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
|
|
(c) Except as previously reported on this Schedule 13D or as set forth in Exhibit 62, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any transaction in
Common Stock in the 60 days preceding the date hereof.
|
|
As of the date hereof, the Reporting Persons in the aggregate may be deemed to beneficially own 671,885,865 shares of Common Stock, which represent approximately 57.2% of the shares of Common Stock
outstanding, based on 1,175,119,211 shares of Common Stock outstanding as of May 1, 2024, which includes 1,171,854,259 shares of Common Stock outstanding as of April 19, 2024, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024, and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. This includes (i)
583,362,499 shares of Common Stock held by DT Holding, (ii) 6,728,701 shares of Common Stock held by Deutsche Telekom and (iii) based solely on the information contained in the Schedule 13D
filed by the Separately Filing Group Members, as set forth in Schedule B, an additional 81,794,665 shares of Common Stock
beneficially owned by the Separately Filing Group Members (of which 28,243,108 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom). The
3,566,400 shares of Common Stock not subject to the Proxy and to which SoftBank reports as holding sole voting power are excluded from such calculations.
|
|
In the ordinary course, Deutsche Telekom expects to contribute its 6,728,701 shares of Common Stock to DT Holding, which will then hold such shares directly. Such transfer will not represent any change in pecuniary interest of
any of the Reporting Persons or their affiliates in any securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
This Item 6 is hereby amended and supplemented as follows:
|
|
Exercise Date of Fixed Options
|
|
On June 7, 2024 (the “Exercise Date”), Deutsche Telekom exercised its right to acquire 6,728,701 shares of Common Stock from Project 6 for cash pursuant to the replacement fixed price
call option dated April 13, 2022 (the “2022 Replacement SB-Newco Call Option” and the exercised options thereunder, the “Exercised Fixed Options”).
|
|
Per the terms of the 2022 Replacement SB-Newco Call Option, the per share exercise price of the Exercised Fixed Options was $99.505
|
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 62:
|
Transaction Information.
|
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
|
||
Dr. Frank Schmidt
|
Friedrich-Ebert-Allee 140 Bonn, Germany 53113
|
VP Public Affairs Municipalities at GPRA, Deutsche Telekom AG
|
||
Dr. Joachim Schuhmacher
|
Friedrich-Ebert-Allee 140 Bonn, Germany 53113
|
Vice President Investment Controlling, Deutsche Telekom AG
|
||
Michaela Klitsch
|
Friedrich-Ebert-Allee 140 Bonn, Germany 53113
|
Exec. Program Manager STI Operations, Deutsche Telekom AG
|
||
Dr. Uli Kühbacher
|
Friedrich-Ebert-Allee 140 Bonn, Germany 53113
|
Vice President, DT Legal, Deutsche Telekom AG
|
Separately Filing
Group Member
|
Aggregate Number
(Percentage) of
Shares Beneficially
Owned (2), (3), (4)
|
Number of Shares Beneficially Owned With
|
|||
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
||
SoftBank Group Corp.
|
85,361,065 (7.3%)
|
3,566,400
|
0
|
85,361,065
|
0
|
SoftBank Group Capital Ltd
|
0 (0.0%)
|
0
|
0
|
0
|
0
|
Delaware Project 6 L.L.C.
|
33,043,108 (2.8%)
|
0
|
0
|
33,043,108
|
0
|
Delaware Project 4 L.L.C.
|
3,566,400 (0.3%)
|
3,566,400
|
0
|
3,566,400
|
0
|
Delaware Project 9 L.L.C.
|
48,751,557 (4.1%)
|
0
|
0
|
48,751,557
|
0
|
Date
|
Number of Shares Sold
|
Weighted Avg. Price Per Share
|
Price Range Per Share
|
|
Low
|
High
|
|||
4/12/2024
|
170,703
|
$160.0848
|
$159.72
|
$160.81
|
4/15/2024
|
170,703
|
$160.2355
|
$159.40
|
$161.64
|
4/16/2024
|
170,703
|
$159.6525
|
$159.15
|
$160.60
|
4/17/2024
|
170,703
|
$159.9830
|
$159.52
|
$160.65
|
4/18/2024
|
189,670
|
$160.6611
|
$160.31
|
$161.03
|
4/19/2024
|
189,670
|
$161.8750
|
$161.37
|
$162.39
|
4/22/2024
|
189,670
|
$162.5939
|
$162.16
|
$164.61
|
4/23/2024
|
189,670
|
$163.3553
|
$162.67
|
$163.87
|
4/24/2024
|
189,670
|
$163.6142
|
$162.31
|
$164.56
|
4/25/2024
|
189,670
|
$163.6586
|
$161.71
|
$164.56
|
4/26/2024
|
189,670
|
$163.2588
|
$160.72
|
$164.17
|
4/29/2024
|
189,670
|
$164.1500
|
$163.48
|
$164.70
|
4/30/2024
|
189,670
|
$163.7573
|
$163.10
|
$164.42
|
5/1/2024
|
189,670
|
$165.6735
|
$164.00
|
$166.49
|
5/2/2024
|
189,670
|
$165.0198
|
$164.53
|
$165.73
|
5/3/2024
|
189,670
|
$164.6308
|
$163.56
|
$165.23
|
5/6/2024
|
189,670
|
$162.4259
|
$161.82
|
$164.73
|
5/7/2024
|
189,670
|
$162.1244
|
$161.61
|
$162.79
|
5/8/2024
|
189,670
|
$163.2123
|
$162.60
|
$164.09
|
5/9/2024
|
189,670
|
$163.7673
|
$162.53
|
$164.70
|
5/10/2024
|
189,670
|
$164.2300
|
$163.54
|
$164.90
|
5/13/2024
|
189,670
|
$163.1932
|
$162.73
|
$164.32
|
5/14/2024
|
189,670
|
$162.7521
|
$161.74
|
$164.39
|
5/15/2024
|
189,670
|
$162.9330
|
$162.51
|
$164.04
|
5/16/2024
|
189,670
|
$163.2207
|
$162.15
|
$163.68
|
5/17/2024
|
189,670
|
$163.6417
|
$162.5782
|
$163.98
|
5/20/2024
|
189,670
|
$163.9733
|
$163.17
|
$164.20
|
5/21/2024
|
189,670
|
$164.1266
|
$163.65
|
$164.73
|
5/22/2024
|
189,670
|
$165.1408
|
$163.27
|
$165.87
|
5/23/2024
|
189,670
|
$164.9761
|
$164.2679
|
$165.60
|
5/24/2024
|
189,670
|
$165.6616
|
$164.91
|
$166.19
|
5/28/2024
|
189,670
|
$167.1311
|
$165.565
|
$168.60
|
5/29/2024
|
208,637
|
$168.3302
|
$167.15
|
$169.09
|
5/30/2024
|
208,637
|
$170.2422
|
$168.50
|
$171.06
|
5/31/2024
|
227,604
|
$172.2869
|
$170.00
|
$175.13
|
6/3/2024
|
227,604
|
$172.6502
|
$171.1893
|
$174.36
|
6/4/2024
|
227,604
|
$176.8406
|
$174.05
|
$178.83
|
6/5/2024
|
227,604
|
$179.9646
|
$178.32
|
$181.16
|
6/6/2024
|
227,604
|
$180.1872
|
$179.40
|
$182.61
|
6/7/2024
|
227,604
|
$180.0018
|
$179.39
|
$180.66
|
6/10/2024
|
227,604
|
$180.0018
|
$180.7539
|
$182.29
|
6/11/2024
|
227,604
|
$179.1545
|
$178.09
|
$180.71
|