Sec Form 4 Filing - SoftBank Group Capital Ltd @ T-Mobile US, Inc. - 2020-04-01

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) _____ 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) 04/01/2020 (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 Common Stock 04/01/2020 J( 1 ) 48,751,557 D 304,606,049 D ( 2 )

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 Right to acquire ( 1 ) 04/01/2020 J( 1 ) 48,751,557 ( 1 ) ( 1 ) Common Stock 48,751,557 ( 1 ) 48,751,557 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SoftBank Group Capital Ltd 69 GROSVENOR ST LONDON, X0W1K 3JP X SOFTBANK GROUP CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO, M0105-7303 X Signatures Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD 04/02/2020 Signature of Reporting Person Date Robert Townsend, Senior VP and Chief Legal Officer of SOFTBANK GROUP CORP. 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )See remarks below. ( 2 )The shares are directly held by SoftBank Group Capital Ltd, a wholly owned subsidiary of SoftBank. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SoftBank Group Capital Ltd. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or 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.

Remarks: Remarks:(1) SoftBank Group Corp. ("SoftBank"), T-Mobile US, Inc. ("T-Mobile") and Deutsche Telekom AG entered into a letter agreement, dated February 20, 2020 (the "Letter Agreement"), pursuant to which SoftBank agreed to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares of T-Mobile Common Stock (such number of shares, the "Specified Shares Amount"), effective immediately following the effective time of the merger of a wholly owned subsidiary of T-Mobile with and into Sprint Corporation ("Sprint"), with Sprint continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). The Merger closed on April 1, 2020, and SoftBank Group Capital Ltd surrendered the Specified Shares Amount in accordance with the Letter Agreement. The Letter Agreement further provides that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on the NASDAQ Global Select Market is equal to or greater than $150.00 at any time during the period commencing on April 1, 2022 and ending on December 31, 2025, T-Mobile will issue to SoftBank, for no additional consideration, a number of shares of T-Mobile Common Stock equal to the Specified Shares Amount, subject to the terms and conditions set forth in the Letter Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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