Sec Form 4 Filing - SOFTBANK GROUP CORP @ T-Mobile US, Inc. - 2021-09-23

Insider filing report for Changes in Beneficial Ownership
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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 CORP
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TOKYO PORTCITY TAKESHIBA, 1-7-1 KAIGAN
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2021
(Street)
MINATO-KU TOKYO, M0105-7537
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
Common Stock 09/23/2021 X 26,348,874 D 79,942,749 I By: Delaware Project 6 L.L.C.
Common Stock 09/23/2021 X 19,017,795 D 60,924,954 I By: Delaware Project 6 L.L.C.
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 ) ( 1 ) 09/23/2021 X 26,348,874 06/22/2020 06/22/2024 Common Stock 26,348,874 ( 1 ) 18,556,605 I By: Delaware Project 6 L.L.C.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOFTBANK GROUP CORP
TOKYO PORTCITY TAKESHIBA
1-7-1 KAIGAN
MINATO-KU TOKYO, M0105-7537
X
Delaware Project 6 L.L.C.
1 CIRCLE STAR WAY 4F
SAN CARLOS, CA94070
X
Signatures
/s/ Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP. 09/27/2021
Signature of Reporting Person Date
/s/ Stephen Lam, Manager of DELAWARE PROJECT 6 L.L.C 09/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Fixed price call options for which the per share strike price is $101.455 (the "Fixed Options"). Deutsche Telekom AG ("DT") has, pursuant to the terms of the Fixed Options, elected to pay the exercise price for these options in the form of 133,672,515 no par value registered shares of DT ("DT Shares").
( 2 )Floating price call options for which the aggregate strike price is equal to 91,327,485 DT Shares.

Remarks:
Marcelo Claure, an executive officer of SoftBank Group Corp. is a member of the Board of Directors of the Issuer. As a result each of the Reporting Persons may be a director by deputization for Section 16 purposes. Mr. Claure disclaims beneficial ownership of the shares of common stock and call options reported in this filing, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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