Sec Form 13D Filing - DEUTSCHE TELEKOM AG filing for T-Mobile US Inc. (TMUS) - 2023-04-04

****Based on approximately 1,205 million shares of Common Stock outstanding as of March 31, 2023, as provided directly by the Issuer.

SCHEDULE 13D/A

CUSIP No. 872590104

1	NAME OF REPORTING PERSON
	T-Mobile Global Holding GmbH  IRS identification number: 98-0470438
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
	Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
			583,362,750
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER**
			538,590,941
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
	583,362,750
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)****
	48.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

****Based on approximately 1,205 million shares of Common Stock outstanding as of March 31, 2023, as provided directly by the Issuer.

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 20 (this “Amendment No. 20”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013, (as amended and supplemented from time to time, 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”).

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

Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and the Claure Parties if such Common Stock is not subject to the Proxy or the Claure Proxy.

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

Item 5.          Interests in Securities of the Issuer

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.

This Item 6 is hereby amended and supplemented as follows:

Early Unwind of the Forward Contract

On February 22, 2023, Deutsche Telekom 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 purchase by Deutsche Telekom of up to 20,000,000 shares of Common Stock, which is the aggregate number of shares of Common Stock covered by the Forward Contract (the "Forward Shares"). Under the terms of the Unwind Agreement, the unaffiliated counterparty was obligated to sell up to all of the Forward Shares during the 60 trading days beginning 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 pursuant to the Unwind Agreement. 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.

Signature

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 4, 2023