Carter J Braxton II Form 4 T-Mobile US / J Braxton Carter II 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^*

Carter J Braxton II

(Last) (First) (Middle)

C/O T-MOBILE US, INC.

12920 SE 38TH STREET

(Street)

BELLEVUE WA 98006

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2015

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

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

X	Form filed by One Reporting Person
	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	05/21/2015		M		50,000	A	$20.71	268,841	D
Common Stock	05/21/2015		M		42,585	A	$20.77	311,426	D
Common Stock	05/21/2015		S		17,585(1)	D	$36.7841(2)	293,841	D
Common Stock	05/21/2015		S		75,000(1)	D	$35.9023(3)	218,841	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 (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
Stock Option (Right to Buy)	$20.71	05/21/2015		M			50,000	(4)	02/28/2021	Common Stock	50,000	$0.0000	0.0000	D
Stock Option (Right to Buy)	$20.77	05/21/2015		M			42,585	(5)	03/04/2019	Common Stock	42,585	$0.0000	47,415	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 5, 2014.

2. The price shown is a weighted average sales price. The shares were sold at prices ranging from $36.75 to $36.805 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. The price shown is a weighted average sales price. The shares were sold at prices ranging from $35.75 to $36.00 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. The option was granted on February 28, 2011. To the extent not already vested as of April 30, 2013, the vesting of this option was accelerated in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013, among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA Inc. and MetroPCS Communications, Inc. pursuant to the terms of an equity plan of MetroPCS Communications, Inc.

5. The option was granted on March 4, 2009. To the extent not already vested as of April 30, 2013, the vesting of this option was accelerated in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013, among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA Inc. and MetroPCS Communications, Inc. pursuant to the terms of an equity plan of MetroPCS Communications, Inc.

	/s/ Marc D. Rome, Attorney-in-Fact	05/22/2015
	** 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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