T-Mobile US, Inc. — Director's Dealing 2020

Oct 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: T-Mobile US, Inc. (TMUS)
CIK: 0001283699
Period of Report: 2020-10-06

Reporting Person: SOFTBANK GROUP CORP (Director)
Reporting Person: Delaware Project 6 L.L.C. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-06	Call Option (obligation to sell)	$101.455	A	44905479	Acquired	2024-06-22	Common Stock (44905479)	Indirect
2020-10-06	Call Option (obligation to sell)	$101.455	J	44905479	Disposed	2024-06-22	Common Stock (44905479)	Indirect

Footnotes

F1: Marcelo Claure and Stephen Kappes, each members of the Board of Directors of the Issuer, were elected as representatives of SoftBank Group Corp. ("SoftBank") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result each of these entities is a director by deputization for Section 16 purposes.

F2: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.