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

SCHEDULE 13D/A

CUSIP No. 872590104

1	NAME OF REPORTING PERSON
	Deutsche Telekom AG IRS identification number not applicable.
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*
			693,634,121
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER**
			605,110,755
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
	693,634,121
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)***
	57.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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.

This Amendment No. 24 (this “Amendment No. 24”) 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. 24 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.

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.

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.

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 693,634,121 shares of Common Stock, which represent approximately 57.6% of the shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the SoftBank Additional Shares. This includes (i) 605,110,755 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 88,523,366 shares of Common Stock beneficially owned by the Separately Filing Group Members (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), which is calculated after taking into account the 3,566,400 shares of Common Stock not subject to the Proxy and to which SoftBank reports as holding sole voting power.

This Item 6 is hereby amended and supplemented as follows:

Issuance of True Up Shares

On December 28, 2023, pursuant to the Letter Agreement, dated as of February 20, 2020 (the “Letter Agreement”), by and among T-Mobile, SoftBank and Deutsche Telekom, T-Mobile issued 48,751,557 shares of Common Stock (the "SoftBank Additional Shares") to Delaware Project 9 L.L.C. (“Project 9”), a wholly owned subsidiary of SoftBank. The SoftBank Additional Shares are subject to the Proxy.

Additionally, pursuant to the Letter Agreement, Project 9 entered into a security agreement with T-Mobile, which granted a security interest in 18,000,000 SoftBank Additional Shares for purposes of securing certain of SoftBank's and its affiliates' indemnity obligations under Section 9.4 of the Business Combination Agreement in respect of Specified Claims (as defined in the Business Combination Agreement).

This Item 7 is hereby amended by adding the following exhibits:

 

	DEUTSCHE TELEKOM AG
	By:	/s/ Christoph Appel
		Name:	Christoph Appel
		Title:	Attorney-in-fact
	T-MOBILE GLOBAL ZWISCHENHOLDING GMBH
	By:	/s/ Christoph Appel
		Name:	Christoph Appel
		Title:	Attorney-in-fact
	T-MOBILE GLOBAL HOLDING GMBH
	By:	/s/ Christoph Appel
		Name:	Christoph Appel
		Title:	Attorney-in-fact
	DEUTSCHE TELEKOM HOLDING B.V.
	By:	/s/ Christoph Appel
		Name:	Christoph Appel
		Title:	Attorney-in-fact

Separately Filing Group Member	Aggregate Number (Percentage) of Shares Beneficially Owned(2), (3), (4)	Number of Shares Beneficially Owned With
		Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
SoftBank Group Corp.	92,089,766 (7.6%)	3,566,400	0	92,089,766	0
SoftBank Group Capital Ltd	0 (0.0%)	0	0	0	0
Delaware Project 6 L.L.C.	39,771,809 (3.3%)	0	0	39,771,809	0
Delaware Project 4 L.L.C.	3,566,400 (0.3%)	3,566,400	0	3,566,400	0
Delaware Project 9 L.L.C.	48,751,557 (4.0%)	0	0	48,751,557	0