Sec Form 13D Filing - DEUTSCHE TELEKOM AG filing for T-Mobile US Inc. (TMUS) - 2021-05-24

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, as amended (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

CUSIP No. 872590104

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This Amendment No. 13 (this “Amendment No. 13”) 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, Amendment No. 9 to Schedule 13D filed with the Commission on June 24, 2020, Amendment No. 10 to Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 11 to Schedule 13D filed with the Commission on July 29, 2020 and Amendment No. 12 to Schedule 13D filed with the Commission on October 6, 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 and the Claure Parties, 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, the Separately Filing Group Members and the Claure Parties.

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. 13 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.

Item 3.          Source and Amount of Funds or Other Consideration

This Item 3 is hereby amended and supplemented as follows:

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

Item 4.          Purpose of the Transaction

This Item 4 is hereby amended and supplemented as follows:

The purpose of entering into the Forward Contract described in Item 6 of this amendment is to hedge the risk of increases to the “Exercise Price” as such term is defined under the SB-DT Call Option with respect to up to 20,000,000 shares of Common Stock.  The description of the Forward Contract in Item 6 of this Amendment No. 13 is hereby incorporated by reference.

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 649,882,564 shares of Common Stock, which represent approximately 52.1% of the shares of Common Stock outstanding as of April 28, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 4, 2021. This includes (i) 538,590,941 shares of Common Stock held by DT Holding, (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 106,291,623 shares of Common Stock beneficially owned by the Separately Filing Group Members (of which 101,491,623 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), and (iii) based solely on the information contained in the Schedule 13D filed by the Claure Parties, as set forth in Schedule B, an additional 5,000,000 shares of Common Stock beneficially owned by the Claure Parties.

Birgit Bohle, Board Member for Human Resources and Labor at Deutsche Telekom AG, beneficially owns 400 shares of Common Stock, which represent less than 0.01% of the shares of Common Stock issued and outstanding on the date hereof. To the best knowledge of the Reporting Persons, Birgit Bohle has the sole power to vote or direct the vote or dispose or direct the disposition of all of the shares of Common Stock beneficially owned by her.

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

This Item 6 is hereby amended and supplemented as follows:

On May 21, 2021, Deutsche Telekom entered into a forward purchase contract (the “Forward Contract”) with an unaffiliated counterparty covering up to a maximum of 20,000,000 shares of Common Stock. The exact number of shares of Common Stock that may be covered by the Forward Contract will equal the number of such shares purchased by the counterparty to establish its initial hedge.

The Forward Contract provides for cash settlement at its expiration on June 21, 2024.  However, Deutsche Telekom retains the right, subject to certain conditions, to elect physical settlement in whole or in part. Under certain circumstances, the counterparty has the right to physically settle all or part of the Forward Contract notwithstanding Deutsche Telekom’s election to cash settle.

Under the terms of the Forward Contract, Deutsche Telekom will be obligated to make quarterly payments to the counterparty equal to the sum of the daily interest amounts for each day in the preceding period calculated on the basis of a floating rate times the purchase price for the shares.  The purchase price for the shares of Common Stock subject to the Forward Contract will be determined based on a weighted average of the daily volume weighted average price for each eligible trading day on which the counterparty purchases Common Stock to establish its initial hedge.

If the Forward Contract is settled in whole or in part in cash, if the settlement price (based on the average daily volume weighted price for transactions in the shares over a period of 20 trading days (or 45 trading days if Deutsche Telekom so elects and the relevant conditions are satisfied)) exceeds the purchase price, the counterparty will pay the difference amount to Deutsche Telekom.  If the settlement price is lower than the purchase price, Deutsche Telekom will pay the difference amount to the counterparty.  To the extent that physical settlement is applicable to all or any portion of the Forward Contract, Deutsche Telekom will pay the purchase price per share times the number of shares to which physical settlement is applicable to the counterparty and the counterparty will deliver the applicable number of shares to Deutsche Telekom.

Deutsche Telekom will not have the right to vote, or any investment power as to, the shares of Common Stock covered by the Forward Contract unless and until it takes physical delivery of any such shares on the settlement date in accordance with the terms of the Forward Contract.

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