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. 12)*

 

 

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

 

Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, 100-6529 Japan +81-3-3214-6522		Sarah P. Payne, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303-3308 +1 650 461 5669		Robert G. DeLaMater, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 +1-212-558-4788

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

April 12, 2022

(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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

 

 

 

CUSIP No. 872590104

 

1		NAMES OF REPORTING PERSONS     SoftBank Group Capital Ltd
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0 (1)
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     0 (1)
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0 (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)     N/A
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     CO

 

(1)   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.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D).

CUSIP No. 872590104

 

1		NAMES OF REPORTING PERSONS     Delaware Project 6 L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0 (1)
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     39,771,809(1)
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     39,771,809 (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)     3.18%(2)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

 

(1)   The shares of Common Stock held by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares of Common Stock are subject to the Call Options), in each case as of April 12, 2022. 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.

(2)   Based on the number of shares of Common Stock outstanding on February 7, 2022, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Commission on February 11, 2022.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D).

CUSIP No. 872590104

 

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)
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     39,771,809(1)
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     39,771,809(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)     3.18%(2)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     HC, CO

 

(1)

The shares of Common Stock are held by Project 6 LLC, a wholly owned subsidiary of SoftBank. The shares are subject to the Proxy Agreement (of which 34,971,809 of such shares of Common Stock held by Project 6 LLC are subject to the Call Options), in each case as of April 12, 2022. 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.

(2)	Based on the number of shares of Common Stock outstanding on February 7, 2022, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Commission on February 11, 2022.

(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of the Schedule 13D).

EXPLANATORY NOTE

This Amendment No. 12 (this Schedule 13D Amendment) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on April 2, 2020, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on June 25, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 4 to the Schedule 13D filed with the Commission on July 30, 2020, Amendment No. 5 to the Schedule 13D filed with the Commission on October 6, 2020, Amendment No. 6 to the Schedule 13D filed with the Commission on September 7, 2021, Amendment No. 7 to the Schedule 13D filed with the Commission on September 9, 2021, Amendment No. 8 to the Schedule 13D filed with the Commission on September 16, 2021, Amendment No. 9 to the Schedule 13D filed with the Commission on September 28, 2021, Amendment No. 10 to the Schedule 13D filed with the Commission on February 4, 2022 and Amendment No. 11 to the Schedule 13D filed with the Commission on March 29, 2022 (as amended and supplemented, this Schedule 13D), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (SoftBank), its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (SBGC), and SoftBanks wholly owned subsidiary Delaware Project 6 L.L.C., a Delaware limited liability company (Project 6 LLC) (and, together with SoftBank and SBGC, the Reporting Persons), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (T-Mobile or the Issuer), par value $0.00001 per share (the Common Stock).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

The information set forth in Item 6 of this Schedule 13D Amendment including without limitation information as to the rights and obligations of the Reporting Persons pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to include the following:

(a)-(b) The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 is incorporated herein by reference. Project 6 LLC beneficially owns 39,771,809 shares of Common Stock, which represents approximately 3.18% of the shares of Common Stock outstanding as of February 7, 2022, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Commission on February 11, 2022. The shares of Common Stock beneficially owned by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares are subject to the Call Options (as defined below)). SBGC and Project 6 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 6 LLC.

(c) The information set forth in Item 6 of this Schedule 13D Amendment is hereby incorporated by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

On April 12, 2022, Deutsche Telekom exercised its right to acquire 9,325,241 shares of Common Stock (the Exercised Floating Options) granted by Project 6 LLC pursuant to the Replacement SB-DT Call Option, dated November 29, 2021 (which is filed as Exhibit 27 hereto) (the Floating Options) and its right to acquire 11,827,904 shares of Common Stock (the Exercised Fixed Options) granted by Project 6 LLC pursuant to the Replacement SB-Newco Call Option, dated November 29, 2021 (which is filed as Exhibit 28 hereto) (the Fixed Options and together with the Floating Options, the Call Options).

Pursuant to the terms of the Fixed Options, the per share exercise price of the Exercised Fixed Options was $101.455 and pursuant to the terms of the Floating Options, the per share exercise price of the Exercised Floating Options was set on the Exercise Date at $128.6830.

Item 7. Material to be Filed as Exhibits

 

Exhibit No.		Description of Exhibit
Exhibit 27		Replacement SB-DT Call Option (incorporated by reference to Exhibit 59 of the Schedule 13D/A, filed by Deutsche Telekom AG with the Commission on April 13, 2022).
Exhibit 28		Replacement SB-Newco Call Option (incorporated by reference to Exhibit 60 of the Schedule 13D/A, filed by Deutsche Telekom AG with the Commission on April 13, 2022).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2022