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

Sep 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: T-Mobile US, Inc. (TMUS)
CIK: 0001283699
Period of Report: 2021-09-08

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
2021-09-08	Forward sale contract (obligation to sell)	$	J	17935000	Acquired	2024-06-25	Common Stock (17935000)	Indirect

Footnotes

F1: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F2: In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00.

F3: The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price,

F4: (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price.