T-Mobile US (TMUS) Form 4 T-Mobile US / TELEKOM AG DEUTSCHE ownership change

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^*

DEUTSCHE TELEKOM AG

(Last) (First) (Middle)

FRIEDERICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2021

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

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
Forward purchase contract (obligation to buy)	(1)(2)	05/21/2021		J/K(1)(2)		20,000,000		(3)	06/21/2024	Common Stock	20,000,000	$0(4)	20,000,000	D

1. Name and Address of Reporting Person^*

DEUTSCHE TELEKOM AG

(Last) (First) (Middle)

FRIEDERICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

T-Mobile Global Holding GmbH

(Last) (First) (Middle)

LANDGRABENWEG 151

(Street)

BONN 2M 53227

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

T-Mobile Global Zwischenholding GmbH

(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deutsche Telekom Holding B.V.

(Last) (First) (Middle)

STATIONSPLEIN 8K

(Street)

MAASTRICHT P7 6221 BT

(City) (State) (Zip)

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"). The exact number of Shares that may be covered by the Forward Contract will equal the number of Shares purchased by the counterparty to establish its initial hedge.

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. The purchase price for the Shares will be determined based on a weighted average of the daily volume weighted average price for each eligible trading day on which the counterparty purchases Shares to establish its initial hedge.

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.

	/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	05/21/2021
	/s/ Franco Musone Cripsino, Managing Director, for T-Mobile Global Holding GmbH; /s/ Dr. Uli Kuhbacher, Managing Director, for T-Mobile Global Holding GmbH	05/21/2021
	/s/ Dr. Christian Dorenkamp, Managing Director, for T-Mobile Global Zwischenholding GmbH; /s/ Roman Zitz, Managing Director, for T-Mobile Global Zwischenholding GmbH	05/21/2021
	/s/ Frans Roose, Managing Director, for Deutsche Telekom Holding B.V.; /s/ Ton Zijlstra, Managing Director, for Deutsche Telekom Holding B.V.	05/21/2021
	** Signature of Reporting Person	Date
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