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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 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) 332,822 time-based restricted stock units ("RSUs") that were automatically converted into 34,135 RSUs of T-Mobile, on the same terms and conditions as the existing awards; and (ii) 493,707 performance-based RSUS that were automatically coverted into 50,635 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, 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 4,728 shares of T-Mobile common stock for $79.67 per share.
( 4 )This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 11,606 shares of T-Mobile common stock for $87.66 per share. The option was fully vested at the time of the Merger.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|