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T-Mobile US, Inc. — Director's Dealing 2023
Apr 4, 2023
29760_dirs_2023-04-04_d0afe056-8519-4aa8-b109-e062ab6162eb.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: T-Mobile US, Inc. (TMUS)
CIK: 0001283699
Period of Report: 2023-03-31
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 |
|---|---|---|---|---|---|---|---|
| 2023-03-31 | Common Stock | C | 20000000 | — | Acquired | 649882564 | Direct |
| 2023-03-31 | Common Stock | J | 20000000 | — | Disposed | 649882564 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2023-03-31 | Forward purchase contract (obligation to buy) | $ | J | 0 | Disposed | Common Stock (20000000) | Direct |
Footnotes
F1: 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"). On August 24, 2021, the counterparty completed its initial hedge, and the number of Shares covered by the Forward Contract (the "Forward Shares") was fixed at 20,000,000. On February 22, 2023, DT entered into an early unwind agreement (the "Unwind Agreement") that amended the terms of the Forward Contract to provide for the early cash settlement of the Forward Contract.
F2: The Unwind Agreement provides for an unwind period of 60 trading days, commencing on the date of the Unwind Agreement (the "Unwind Period"). On March 31, 2023, the Unwind Period ended and all of the Forward Shares were sold during the Unwind Period.
F3: On April 4, 2023, DT made the settlement payment and the Forward Contract terminated in its entirety. The settlement payment amount paid by DT was determined based on a volume-weighted average price at which the Forward Shares were sold during the Unwind Period of $143.27, and included accrued and unpaid interest and other charges.