Deutsche Telekom Ag - Sep 23, 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
Stock symbol
TMUS
Transactions as of
Sep 23, 2021
Transactions value $
$0
Form type
4
Date filed
9/27/2021, 09:59 PM
Previous filing
Aug 26, 2021
Next filing
Apr 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMUS Common Stock Exercise of in-the-money or at-the-money derivative security +26.3M +4.23% 650M Sep 23, 2021 Direct F1, F2, F3, F5
transaction TMUS Common Stock Exercise of in-the-money or at-the-money derivative security +19M +3.01% 650M Sep 23, 2021 Direct F1, F4, F5

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 Call Option (Right to Buy) Exercise of in-the-money or at-the-money derivative security -26.3M -25.71% 76.1M Sep 23, 2021 Common Stock 26.3M Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 6, 2021, Deutsche Telekom AG ("Deutsche Telekom") entered into the 2021 Master Framework Agreement (the "2021 Master Framework Agreement"), by and among Deutsche Telekom, SoftBank Group Corp. ("Softbank") and Delaware Project 6 L.L.C. ("Project 6"). On September 23, 2021 (the "Exercise Date"), pursuant to the terms of the 2021 Master Framework Agreement, Deutsche Telekom exercised its right to acquire 19,017,795 shares of Common Stock from Project 6 pursuant to the floating price call option dated June 22, 2020 (the "SB-DT Call Option" and the exercised portion thereof the "Exercised Floating Options") and its right to acquire 26,348,874 shares of Common Stock from Project 6 pursuant to the fixed price call option dated October 6, 2020 (the "Replacement SB-Newco Call Option" and the exercised portion thereof the "Exercised Fixed Options").
F2 Pursuant to the terms of the Call Option Support Agreement, dated June 22, 2020, Deutsche Telekom elected to settle the exercise price with respect to the Exercised Floating Options and the Exercised Fixed Options in the form of an aggregate of 225,000,000 no par value registered shares of Deutsche Telekom (the "New DT Shares").
F3 Per the terms of the Replacement SB-Newco Call Option, the per share exercise price of the Exercised Fixed Options is $101.455. In accordance with the terms of the Call Option Support Agreement, the aggregate exercise price for the Exercised Fixed Options was settled in the form of 133,672,515 New DT Shares.
F4 Per the terms of the 2021 Master Framework Agreement and in accordance with the terms of the Call Option Support Agreement, the per share exercise price of the Exercised Floating Options was set on the Exercise Date at 4.80 New DT Shares and the aggregate exercise price for the Exercised Floating Options was settled in the form of 91,327,485 New DT Shares.
F5 This sum does not include the 20,000,000 shares of Common Stock subject to the forward purchase contract Deutsche Telekom entered into with an unaffiliated counterparty on May 21, 2021 (the "Forward Contract").
F6 This sum includes the 20,000,000 shares of Common Stock subject to the Forward Contract.

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. Deutsche Telekom disclaims beneficial ownership in any Common Stock held by SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Raul Marcelo Claure and Claure Mobile L.L.C. if such Common Stock is not subject to the Proxy Agreement or the Claure Proxy. Capitalized terms used in this Form 4 and not otherwise defined shall have the respective meanings assigned to such terms in the 2021 Master Framework Agreement.