SPRINT Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP

(Last) (First) (Middle)

1-9-1, HIGASHI-SHIMBASHI

(Street)

MINATO-KU TOKYO M0 105-7303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPRINT Corp [ S ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/06/2017		P		4,322,990(1)	A	$5.96(2)	3,314,715,639(3)	I	See Footnote(3)
Common Stock	11/07/2017		P		2,161,377(1)	A	$5.84(4)	3,316,877,016(3)	I	See Footnote(3)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP

(Last) (First) (Middle)

1-9-1, HIGASHI-SHIMBASHI

(Street)

MINATO-KU TOKYO M0 105-7303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Galaxy Investment Holdings, Inc.

(Last) (First) (Middle)

ONE CIRCLE STAR WAY

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Starburst I, Inc.

(Last) (First) (Middle)

ONE CIRCLE STAR WAY

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

Explanation of Responses:

1. These securities are owned indirectly by SoftBank through Galaxy Investment Holdings, Inc. ("Galaxy"), which is a wholly-owned subsidiary of SoftBank. As a result, SoftBank may be deemed to beneficially own such shares held directly by Galaxy.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.85 to $5.99, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide Sprint Corporation ("Sprint"), any stockholder of Sprint, or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

3. Such figure reflects 238,190,116 and 240,351,493 shares of Sprint Common Stock (the "Galaxy Shares") as of November 6 and November 7, 2017, respectively, that are owned indirectly by SoftBank through Galaxy and 3,076,525,523 shares of Sprint Common Stock (the "Starburst I Shares") as of each such date that are owned indirectly by SoftBank through Starburst I, Inc. ("Starburst I"), which is a U.S. wholly owned subsidiary of SoftBank. As a result of such ownership, SoftBank may be deemed to beneficially own the Galaxy Shares and the Starburst I Shares. Starburst I expressly disclaims beneficial ownership with respect to the Galaxy Shares and Galaxy expressly disclaims beneficial ownership with respect to the Starburst I Shares.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.74 to $5.97, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide Sprint, any stockholder of Sprint, or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Remarks:

Exhibit 24.5 Power of Attorney of Galaxy Investment Holdings, Inc. Exhibit 24.6 Power of Attorney of Starburst I, Inc.

	/s/ Kentaro Matsui, Attorney-in-Fact	11/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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