Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Dr. Axel Lützner

Vice President DT Legal

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

+49-228-181-0

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

June 26, 2020

(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.    ☐

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*	Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy, as of June 26, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.
**	Consists of 538,590,941 shares of Common Stock held by DT Holding.
***	Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 24,750,000 shares of Common Stock held by SBGC and subject to the Proxy, as of June 26, 2020 and (iii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of June 26, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.
****	Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020.

CUSIP No. 872590104

This Amendment No. 10 (this “Amendment No. 10”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on November 26, 2013, Amendment No. 2 to Schedule 13D filed with the Commission on January 15, 2014, Amendment No. 3 to Schedule 13D filed with the Commission on March 6, 2018, Amendment No. 4 to Schedule 13D filed with the Commission on April 30, 2018, Amendment No. 5 to Schedule 13D filed with the Commission on July 26, 2019, Amendment No. 6 to Schedule 13D filed with the Commission on February 20, 2020, Amendment No. 7 to Schedule 13D filed with the Commission on April 2, 2020, Amendment No. 8 to Schedule 13D filed with the Commission on June 15, 2020, and Amendment No. 9 to Schedule 13D filed with the Commission on June 24, 2020 (as amended and supplemented, collectively, this “Schedule 13D”), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Deutsche Telekom”), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Deutsche Telekom (“T-Mobile Global”), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of T-Mobile Global (“T-Mobile Holding”), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding (“DT Holding” and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the “Reporting Persons”, and each, a “Reporting Person”), pursuant to Section 13(d) of the Exchange Act, and Rule 13d-2(a) thereunder, with respect to the shares of common stock, par value $0.00001 per share (the “Common Stock”), of T-Mobile US, Inc., a Delaware corporation (the “Issuer” or “T-Mobile”).

The Reporting Persons are party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and transfer and other restrictions.  As a result, the Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members.

Except as set forth below, all Items of this Schedule 13D, as amended prior to the date hereof, are materially unchanged. Capitalized terms used in this Amendment No. 10 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.

This Item 5 is hereby amended and supplemented as follows:

(a)-(b) The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

As of the date hereof, the Reporting Persons in the aggregate may be deemed to beneficially own 669,632,564 shares of Common Stock, which represent approximately 54.1% of the shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. This includes (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) based solely on the information contained in the Schedule 13D filed by the Separately Filing Group Members, as set forth in Schedule B, an additional 131,041,623 shares of Common Stock beneficially owned by the Separately Filing Group Members (of which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by Project 6 to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom).

(c) As publicly announced on June 23, 2020, in connection with the Initial Public Equity Offering, T-Mobile entered into an underwriting agreement providing for the sale of 154,147,026 shares of Common Stock (including 10,754,444 shares of Common Stock which were subject to options to purchase additional shares of Common Stock, which were exercised in full by the underwriters in the Initial Public Equity Offering). Also on June 23, 2020, in connection with the Initial Mandatory Exchangeable Offering, T-Mobile entered into a purchase agreement with a trust, providing for the sale of 19,417,400 shares of Common Stock (including 1,354,702 shares of Common Stock which were subject to options to purchase additional shares of Common Stock, which were exercised in full by the initial purchasers in the Initial Mandatory Exchangeable Offering).

In connection with these agreements and as provided for in the Master Framework Agreement, on June 26, 2020, simultaneously with the closing of each of the Initial Public Equity Offering and the Initial Mandatory Exchangeable Offering, SBGC sold 173,564,426 of the Released Shares to T-Mobile pursuant to the Share Repurchase Agreement. Concurrently with the foregoing sale, such 173,564,426 shares of Common Stock were released from the Proxy.

This Item 6 is hereby amended and supplemented as follows:

The information contained in part (c) of Item 5 of this Schedule 13D is incorporated herein by reference.

Deutsche Telekom AG
By:	/s/ Dr. Axel Lützner
	Name:	Dr. Axel Lützner
	Title:	Vice President DT Legal

Certain Information Regarding the

Separately Filing Group Members⁽¹⁾

⁽²⁾The information shown in the table with respect to the number of shares beneficially owned is based on the number of shares of Common Stock beneficially owned by each Separately Filing Group Member as of June 26, 2020.

⁽³⁾Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020.