Sec Form 4 Filing - SoftBank Group Capital Ltd @ T-Mobile US, Inc. - 2020-06-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SoftBank Group Capital Ltd 2. Issuer Name and Ticker or Trading Symbol T-Mobile US, Inc. [ TMUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 69 GROSVENOR ST 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2020 (Street) LONDON, X0W1K 3JP 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call Option (obligation to sell) ( 1 ) ( 2 ) 06/22/2020 D( 3 ) 44,905,479 06/22/2020 06/22/2024 Common Stock 44,905,479 ( 4 ) ( 5 ) 44,905,479 D ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SoftBank Group Capital Ltd 69 GROSVENOR ST LONDON, X0W1K 3JP X X SOFTBANK GROUP CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO, M0105-7303 X X Signatures Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD 06/24/2020 Signature of Reporting Person Date Robert Townsend, Senior Vice President & CLO of SOFTBANK GROUP CORP. 06/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise price per share of the call options is the lesser of (i) $106.90 and (ii) the volume weighted average price of the shares of common stock of the Issuer sold by SoftBank Group Capital Ltd ("SBGC") 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, ( 2 )(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 options, 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. ( 3 )Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SBGC and the other SoftBank Parties (defined below). As a result, each of these entities is a director by deputization for Section 16 purposes. ( 4 )In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("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 Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), ( 5 )(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 the options to a subsidiary of the Issuer, which, in turn, issued a back-to-back call option to DT. ( 6 )The derivative securities are directly held by SBGC, a wholly owned subsidiary of SoftBank. SoftBank disclaims beneficial ownership of the derivative securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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