Sec Form 4 Filing - Draper Dow @ SPRINT Corp - 2020-03-31

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 Draper Dow 2. Issuer Name and Ticker or Trading Symbol SPRINT Corp [ S] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) 6200 SPRINT PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2020 (Street) OVERLAND PARK, KS66251 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 03/31/2020 A 6,403 ( 1 ) A $ 0 1,285,279 D Common Stock 04/01/2020 D 1,285,279 D 0 D

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 Non-Qualified Stock Option (right to buy) $ 8.99 04/01/2020 D 83,644 ( 3 ) 05/20/2024 Common Stock 83,644 ( 3 ) 0 D Non-Qualified Stock Option (right to buy) $ 8.53 04/01/2020 D 79,121 ( 4 ) 02/02/2027 Common Stock 79,121 ( 4 ) 0 D Non-Qualified Stock Option (right to buy) $ 8.17 04/01/2020 D 40,089 ( 5 ) 05/24/2027 Common Stock 40,089 ( 5 ) 0 D Non-Qualified Stock Option (right to buy) $ 5.29 04/01/2020 D 3,013 ( 6 ) 01/30/2028 Common Stock 3,013 ( 6 ) 0 D Non-Qualified Stock Option (right to buy) $ 4.75 04/01/2020 D 65,279 ( 7 ) 12/08/2024 Common Stock 65,279 ( 7 ) 0 D Non-Qualified Stock Option (right to buy) $ 4.7 04/01/2020 D 56,075 ( 8 ) 05/20/2025 Common Stock 56,075 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Draper Dow 6200 SPRINT PARKWAY OVERLAND PARK, KS66251 Chief Commercial Officer Signatures /s/ Katie True-Awtry, Attorney-in-Fact 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms and conditions of the Issuer's 2017 long-term incentive compensation plan, the Issuer's actual results exceeded the established financial objectives resulting in an earn-out of 111.33% allocated to the three-year performance period. These restricted stock units vest 100% on May 24, 2020. ( 2 )Disposed of pursuant to merger agreement under which a wholly owned subsidiary of T-Mobile US, Inc. ("T-Mobile") merged with and into Issuer, with Issuer continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). Includes (i) 261,676 shares of Issuer common stock exchanged for 26,837 shares of T-Mobile common stock; (ii) 246,280 time-based restricted stock units ("RSUs") that were automatically converted into 25,259 RSUs of T-Mobile, on the same terms and conditions as the existing awards; and (iii) 777,323 performance-based RSUS that were automatically converted into 79,723 RSUs of T-Mobile, on the same terms and conditions as the existing awards (other than performance-based vesting conditions). Shares of T-Mobile common stock had a market value of $85.13 per share on the effective date of the Merger. ( 3 )This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 8,578 shares of T-Mobile common stock for $87.66 per share. The option was fully vested at the time of the Merger. ( 4 )This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 8,114 shares of T-Mobile common stock for $83.18 per share. The option was fully vested at the time of the Merger. ( 5 )This option, which provided for vesting in three equal annual installments beginning May 24, 2018, was assumed by T-Mobile in the Merger and replaced with an option to purchase 4,111 shares of T-Mobile common stock for $79.67 per share. ( 6 )This option, which provided for vesting in three equal annual installments beginning January 30, 2018, was assumed by T-Mobile in the Merger and replaced with an option to purchase 309 shares of T-Mobile common stock for $51.58 per share. ( 7 )This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 6,695 shares of T-Mobile common stock for $46.32 per share. The option was fully vested at the time of the Merger. ( 8 )This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 5,751 shares of T-Mobile common stock for $45.83 per share. The option was fully vested at the time of the Merger.

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