Deutsche Telekom Ag - May 21, 2021 Form 4 Insider Report for T-Mobile US, Inc. (TMUS)

Role
Director, 10%+ Owner
Signature
/s/ Dr. Axel Lutzner, Vice President DT Legal, for Deutsche Telekom AG; /s/ Roman Zitz, Head of Legal Services International Subsidiaries, for Deutsche Telekom AG
Stock symbol
TMUS
Transactions as of
May 21, 2021
Transactions value $
$0
Form type
4
Date filed
5/24/2021, 06:01 AM
Next filing
Aug 26, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMUS Forward purchase contract (obligation to buy) Other $0 +20M $0.00 20M May 21, 2021 Common Stock 20M Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 21, 2021, Deutsche Telekom AG ("DT") entered into a forward purchase contract (the "Forward Contract") with an unaffiliated counterparty covering up to a maximum of 20,000,000 shares of the Issuer's common stock (the "Shares"). The exact number of Shares that may be covered by the Forward Contract will equal the number of Shares purchased by the counterparty to establish its initial hedge.
F2 The Forward Contract provides for cash settlement at its expiration on June 21, 2024. However, DT 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 DT's election to cash settle.
F3 The Forward Contract provides for a settlement period of 20 trading days (or 45 trading days if DT so elects and the relevant conditions are satisfied).
F4 Under the terms of the Forward Contract, DT 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 fixed rate times the purchase price for the Shares. The purchase price for the Shares 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 Shares to establish its initial hedge.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that each of Timotheus Hottges, Chief Executive Officer of DT, Dr. Christian P. Illek, Board Member for Finance of DT, Raphael Kubler, Senior Vice President of the Corporate Operating Office of DT and Managing Director of Deutsche Telekom Holding B.V., Thorsten Langheim, Board Member for USA and Group Development of DT, Dominique Leroy, Board Member for Europe of DT, Omar Tazi, Senior Vice President Group Innovation, Design and Customer Experience of DT, and Michael Wilkens, Senior Vice President Group Controlling of DT, serve on the board of directors of the Issuer. Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.