Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	SoftBank Group Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			304,606,049(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	304,606,049(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.7%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

This Item 4 is hereby amended and supplemented as follows:

As part of SoftBank’s initiative to monetize a portion of its assets, the Reporting Persons are exploring one or more transactions with respect to shares of T-Mobile Common Stock, including one or more monetization transactions.  These transactions may include one or more of: private placements or public offerings; privately negotiated transactions with T-Mobile or one or more stockholders of T-Mobile, including Deutsche Telekom, or third parties; derivative or hedging transactions; margin loans; or other structured transactions (“Potential Transactions”).  The exploration or execution of any Potential Transactions will involve discussions and negotiations between or among the Reporting Persons and T-Mobile or Deutsche Telekom, including plans or proposals to amend, waive or grant a consent under the transfer restrictions applicable to the Reporting Persons under the Proxy Agreement, and plans or proposals with respect to dispositions of T-Mobile Common Stock that would result in the number of SoftBank-designated directors on the board of directors of T-Mobile decreasing and SoftBank ceasing to report T-Mobile as an equity method affiliate under accounting rules applicable to SoftBank. Some of the Potential Transactions under consideration would require the approval of the board of directors of T-Mobile and may involve discussions with other relevant parties.  Such review, discussions, actions or steps may involve one or more of the types of matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons have had, and continue to have, discussions with Deutsche Telekom and T-Mobile regarding Potential Transactions.  The determination to conduct any sale, monetization or other transactions involving shares of T-Mobile Common Stock will be based on a variety of factors, including, among other things, the price level and liquidity of the T-Mobile Common Stock; general market and economic conditions; the outcome of any negotiations with Deutsche Telekom or T-Mobile; other business and investment opportunities or disposition transactions that may be available to the Reporting Persons; ongoing evaluation of T-Mobile’s business, financial condition, operations, and prospects; regulatory, tax and accounting considerations; and other factors and future developments.  There can be no assurance that the aforementioned explorations of Potential Transactions will lead to any transactions being consummated.  Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.