Amendment: SEC Form SC 13D/A filed by T-Mobile US Inc.

SCHEDULE 13D/A

CUSIP No. 872590104

This Amendment No. 28 (this “Amendment No. 28”) 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 subsidiary of T-Mobile Holding, wholly owned by Deutsche Telekom and 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. 28 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 Project 9 if such Common Stock is not subject to the Proxy.

Termination of Rule 10b5-1 Plan

On June 28, 2024, DT Holding terminated, effective as of 5:00 p.m. ET on June 28, 2024, the Rule 10b5-1 Sales Plan entered into with Cowen and Company, LLC (“Cowen”) on March 12, 2024 (the “March Plan”).  No additional sales of Common Stock will occur under the March Plan after its termination.

Suspension of Rule 10b5-1 Plan

On June 28, 2024, DT Holding delivered a notice to Cowen pursuant to the Rule 10b5-1 Sales Plan entered into with Cowen on June 12, 2024 (the “June Plan”), notifying Cowen of the effective cooling off period applicable to sales of Common Stock to be made under the June Plan as a result of the termination of the March Plan.  Commencement of sales of Common Stock under the June Plan will be suspended through and including September 26, 2024. Sales under the June Plan may commence on September 27, 2024.  The last date on which sales of Common Stock can be made under the June Plan was not affected by the termination of the March Plan.

Expiration of Floating Price Call Options

On June 24, 2024, Deutsche Telekom’s right to acquire 28,243,108 shares of Common Stock held by Project 6 pursuant to the replacement floating price call option dated April 13, 2022, expired in accordance with its terms.

Contribution of Common Stock

Exhibit 64:

Transaction Information.

	DEUTSCHE TELEKOM AG
	By:	/s/ Christoph Appel
		Name:	Christoph Appel
		Title:	Attorney-in-fact

Exhibit 64

TRANSACTION INFORMATION

The below reflects the transactions in Common Stock effected by DT Holding since the Schedule 13D filed with the Commission on June 13, 2024, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on July 2, 2024.  All transactions occurred in the open market pursuant to a Rule 10b5-1 trading plan.

The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth on the table above.