Sec Form 4 Filing - DEUTSCHE TELEKOM AG @ T-Mobile US, Inc. - 2023-03-31

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) 03/31/2023 (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 Common Stock 03/31/2023( 1 )( 2 )( 3 ) C( 1 )( 2 )( 3 ) 20,000,000 A 649,882,564 D Common Stock 03/31/2023( 1 )( 2 )( 3 ) J/K( 1 )( 2 )( 3 ) 20,000,000 D 649,882,564 D

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 ) ( 3 ) 03/31/2023 J/K( 1 )( 2 )( 3 ) 0 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 20,000,000 $ 0 ( 3 ) 0 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 04/04/2023 Signature of Reporting Person Date /s/ Michaela Klitsch, Managing Director, for T-Mobile Global Holding GmbH; /s/ Dr. Uli Kuhbacher, Managing Director, for T-Mobile Global Holding GmbH 04/04/2023 Signature of Reporting Person Date /s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Remigius Lalik, Managing Director, for T-Mobile Global Zwischenholding GmbH` 04/04/2023 Signature of Reporting Person Date /s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Jan Willem Hesselink, Managing Director, for Deutsche Telekom Holding B.V.` 04/04/2023 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"). On August 24, 2021, the counterparty completed its initial hedge, and the number of Shares covered by the Forward Contract (the "Forward Shares") was fixed at 20,000,000. On February 22, 2023, DT entered into an early unwind agreement (the "Unwind Agreement") that amended the terms of the Forward Contract to provide for the early cash settlement of the Forward Contract. ( 2 )The Unwind Agreement provides for an unwind period of 60 trading days, commencing on the date of the Unwind Agreement (the "Unwind Period"). On March 31, 2023, the Unwind Period ended and all of the Forward Shares were sold during the Unwind Period. ( 3 )On April 4, 2023, DT made the settlement payment and the Forward Contract terminated in its entirety. The settlement payment amount paid by DT was determined based on a volume-weighted average price at which the Forward Shares were sold during the Unwind Period of $143.27, and included accrued and unpaid interest and other charges.

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, and Srinivasan Gopalan, Board Member for Germany 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.Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6, Raul Marcelo Claure and Claure Mobile L.L.C. if such Common Stock is not subject to the Proxy Agreement or the Claure Proxy.

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

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