T-Mobile US, Inc. — Director's Dealing 2021

Sep 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: T-Mobile US, Inc. (TMUS)
CIK: 0001283699
Period of Report: 2021-09-23

Reporting Person: DEUTSCHE TELEKOM AG (N/A)
Reporting Person: T-Mobile Global Holding GmbH (N/A)
Reporting Person: T-Mobile Global Zwischenholding GmbH (N/A)
Reporting Person: Deutsche Telekom Holding B.V. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-23	Common Stock	X	26348874	—	Acquired	649882564	Direct
2021-09-23	Common Stock	X	19017795	—	Acquired	649882564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-23	Call Option (Right to Buy)	$	X	26348874	Disposed	2024-06-22	Common Stock (26348874)	Direct

Footnotes

F1: On September 6, 2021, Deutsche Telekom AG ("Deutsche Telekom") entered into the 2021 Master Framework Agreement (the "2021 Master Framework Agreement"), by and among Deutsche Telekom, SoftBank Group Corp. ("Softbank") and Delaware Project 6 L.L.C. ("Project 6"). On September 23, 2021 (the "Exercise Date"), pursuant to the terms of the 2021 Master Framework Agreement, Deutsche Telekom exercised its right to acquire 19,017,795 shares of Common Stock from Project 6 pursuant to the floating price call option dated June 22, 2020 (the "SB-DT Call Option" and the exercised portion thereof the "Exercised Floating Options") and its right to acquire 26,348,874 shares of Common Stock from Project 6 pursuant to the fixed price call option dated October 6, 2020 (the "Replacement SB-Newco Call Option" and the exercised portion thereof the "Exercised Fixed Options").

F2: Pursuant to the terms of the Call Option Support Agreement, dated June 22, 2020, Deutsche Telekom elected to settle the exercise price with respect to the Exercised Floating Options and the Exercised Fixed Options in the form of an aggregate of 225,000,000 no par value registered shares of Deutsche Telekom (the "New DT Shares").

F3: Per the terms of the Replacement SB-Newco Call Option, the per share exercise price of the Exercised Fixed Options is $101.455. In accordance with the terms of the Call Option Support Agreement, the aggregate exercise price for the Exercised Fixed Options was settled in the form of 133,672,515 New DT Shares.

F4: Per the terms of the 2021 Master Framework Agreement and in accordance with the terms of the Call Option Support Agreement, the per share exercise price of the Exercised Floating Options was set on the Exercise Date at 4.80 New DT Shares and the aggregate exercise price for the Exercised Floating Options was settled in the form of 91,327,485 New DT Shares.

F5: This sum does not include the 20,000,000 shares of Common Stock subject to the forward purchase contract Deutsche Telekom entered into with an unaffiliated counterparty on May 21, 2021 (the "Forward Contract").

F6: This sum includes the 20,000,000 shares of Common Stock subject to the Forward Contract.