Sec Form 4 Filing - Deutsche Telekom Holding B.V. @ T-Mobile US, Inc. - 2020-10-06

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
Deutsche Telekom Holding B.V.
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)
STATIONSPLEIN 8K
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2020
(Street)
MAASTRICHT, P76221 BT
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 (Right to Buy) $ 101.455 10/06/2020 D( 1 ) 44,905,479 06/22/2020 06/22/2024 Common Stock 44,905,479 ( 1 ) 44,905,479 D ( 2 )
Call Option (Right to Buy) $ 101.455 10/06/2020 A( 1 ) 44,905, 479 10/06/2020 06/22/2024 Common Stock 44,905,479 ( 1 ) 44,905,479 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deutsche Telekom Holding B.V.
STATIONSPLEIN 8K
MAASTRICHT, P76221 BT
X X
T-Mobile Global Holding GmbH
LANDGRABENWEG 151
BONN, 2M53227
X X
T-Mobile Global Zwischenholding GmbH
FRIEDRICH-EBERT-ALLEE 140
BONN, 2M53113
X X
DEUTSCHE TELEKOM AG
FRIEDERICH-EBERT-ALLEE 140
BONN, 2M53113
X X
Signatures
/s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Ton Zijlstra, Managing Director, for Deutsche Telekom Holding B.V. 10/06/2020
Signature of Reporting Person Date
/s/ Dr. Frank Schmidt, Managing Director, for T-Mobile Global Holding GmbH; /s/ Dr. Uli Kuhbacher, Managing Director, for T-Mobile Global Holding GmbH 10/06/2020
Signature of Reporting Person Date
/s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Roman Zitz, Managing Director, for T-Mobile Global Zwischenholding GmbH 10/06/2020
Signature of Reporting Person Date
/s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Dr. Ulrich Zwach, Vice President DT Legal, for Deutsche Telekom AG 10/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 6, 2020, (a) T-Mobile Agent LLC ("T-Mobile Agent"), a wholly-owned subsidiary of the Issuer, assigned and transferred to Deutsche Telekom AG ("DT"), and DT accepted, T-Mobile Agent's rights and obligations under the SB-Newco Call Option, dated June 22, 2020, between Delaware Project 6 L.L.C. ("Project 6"), as grantor, and T-Mobile Agent, as optionholder (the "SB-Newco Call Option"), (b) in accordance with the terms of the SB-Newco Call Option, Project 6 issued and delivered to DT a replacement SB-Newco Call Option, between Project 6, as grantor, and DT, as optionholder, and (c) in consideration therefor, the Newco-DT Call Option, dated June 22, 2020, between T-Mobile Agent, as grantor, SoftBank Group Capital Ltd, as registrar, and DT, as optionholder, was deemed surrendered, exchanged and replaced in full.
( 2 )The derivative securities were directly held by DT.
( 3 )The derivative securities are directly held by DT.

Remarks:
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that each of Timotheus Hottges, Chief Executive Officer of DT, Srini Gopalan, Board Member for Europe of DT, Dr. Christian P. Illek, Board Member for Finance of DT, Raphael Kubler, Senior Vice President of the Corporate Operating Office of DT and Managing Director of Deutsche Telekom Holding B.V. and Thorsten Langheim, Board Member for USA and Group Development of DT, serve on the board of directors of the Issuer. Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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