Sec Form 4 Filing - DEUTSCHE TELEKOM AG @ T-Mobile US, Inc. - 2021-08-24

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 AG 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) FRIEDRICH-EBERT-ALLEE 140 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2021 (Street) BONN, 2M53113 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 Forward purchase contract (obligation to buy) ( 1 ) ( 2 ) ( 5 ) 08/24/2021 J/K( 1 )( 2 )( 5 ) 20,000,000 ( 3 ) 06/21/2024 Common Stock 20,000,000 $ 0 ( 4 ) 20,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEUTSCHE TELEKOM AG FRIEDRICH-EBERT-ALLEE 140 BONN, 2M53113 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 Holding B.V. STATIONSPLEIN 8K MAASTRICHT, P76221 BT X X Signatures /s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Roman Zitz, Head of Legal Services International Subsidiaries, for Deutsche Telekom AG 08/26/2021 Signature of Reporting Person Date /s/ Franco Musone Cripsino, Managing Director, for T-Mobile Global Holding GmbH; /s/ Dr. Uli Kuhbacher, Managing Director, for T-Mobile Global Holding GmbH 08/26/2021 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 08/26/2021 Signature of Reporting Person Date /s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Ton Zijlstra, Managing Director, for Deutsche Telekom Holding B.V. 08/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 21, 2021, Deutsche Telekom AG ("DT") entered into a forward purchase contract (the "Forward Contract") with an unaffiliated counterparty covering up to a maximum of 20,000,000 shares of the Issuer's common stock (the "Shares"). ( 2 )The Forward Contract provides for cash settlement at its expiration on June 21, 2024. However, DT retains the right, subject to certain conditions, to elect physical settlement in whole or in part. Under certain circumstances, the counterparty has the right to physically settle all or part of the Forward Contract notwithstanding DT's election to cash settle. ( 3 )The Forward Contract provides for a settlement period of 20 trading days (or 45 trading days if DT so elects and the relevant conditions are satisfied). ( 4 )Under the terms of the Forward Contract, DT will be obligated to make quarterly payments to the counterparty equal to the sum of the daily interest amounts for each day in the preceding period calculated on the basis of a fixed rate times the purchase price for the Shares. ( 5 )On August 24, 2021, the counterparty completed its initial hedge, and the number of Shares covered by the Forward Contract has been fixed at 20,000,000. The purchase price for the Shares is $142.88.

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, 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., Thorsten Langheim, Board Member for USA and Group Development of DT, Dominique Leroy, Board Member for Europe of DT, Omar Tazi, Senior Vice President Group Innovation, Design and Customer Experience of DT, and Michael Wilkens, Senior Vice President Group Controlling 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.

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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