1
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NAMES OF REPORTING PERSONS
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Deutsche Telekom AG
IRS identification number not applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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|||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER*
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671,615,402
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER**
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589,820,737
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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671,615,402
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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57.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* |
Consists of the sum of (i) 583,092,036 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.
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** |
Consists of (i) 583,092,036 shares of Common Stock held by DT Holding and (ii) 6,728,701 shares of Common Stock held by Deutsche Telekom.
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*** |
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”).
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1
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NAMES OF REPORTING PERSONS
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Deutsche Telekom Holding B.V.
IRS identification number not applicable.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
(b)
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☒
|
||||
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|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
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664,886,701
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|||
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|
||||
8
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SHARED VOTING POWER
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0
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|||
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||||
9
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SOLE DISPOSITIVE POWER**
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583,092,036
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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664,886,701
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|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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56.6%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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* |
Consists of the sum of (i) 583,092,036 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 583,092,036 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.
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1
|
NAMES OF REPORTING PERSONS
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T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
(b)
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☒
|
||||
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|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER*
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|
664,886,701
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|||
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||||
8
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SHARED VOTING POWER
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0
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|||
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||||
9
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SOLE DISPOSITIVE POWER**
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||
583,092,036
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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664,886,701
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|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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56.6%
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|
|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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|||
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* |
Consists of the sum of (i) 583,092,036 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 583,092,036 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.
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1
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NAMES OF REPORTING PERSONS
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T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
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|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
664,886,701
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
583,092,036
|
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|
|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
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|
||
0
|
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|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
664,886,701
|
|
|
|||
|
|
||||
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) 583,092,036 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 583,092,036 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.
|
|
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 63, 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.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
This Item 6 is hereby amended and supplemented as follows:
|
Exhibit 63:
|
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
|
Date
|
Number of Shares Sold
|
Weighted Avg. Price Per Share
|
Price Range Per Share
|
|
Low
|
High
|
|||
6/12/2024
|
133,461
|
$173.1003
|
$171.20
|
$177.08
|
6/13/2024
|
137,002
|
$174.5266
|
$173.20
|
$175.37
|