Deutsche Telekom Ag - Feb 22, 2023 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
Feb 22, 2023
Transactions value $
$0
Form type
4
Date filed
2/22/2023, 03:41 PM
Previous filing
Apr 14, 2022
Next filing
Apr 4, 2023

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 0 0% $0.00* 20M Feb 22, 2023 Common Stock 20M Direct F1, F2, F3
* 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"). On August 24, 2021, the counterparty completed its initial hedge, and the number of Shares covered by the Forward Contract was fixed at 20,000,000. On February 22, 2023, DT 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 of up to all of the Shares.
F2 The Unwind Agreement provides for an unwind period of 60 trading days, commencing on the date of the Unwind Agreement (the "Unwind Period").
F3 The settlement payment owed by the applicable party to the Unwind Agreement, if any, will be determined based on the volume-weighted average prices at which the applicable Shares are sold during the Unwind Period.

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, and Srinivasan Gopalan, Board Member for Germany 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 Project 6, Raul Marcelo Claure and Claure Mobile L.L.C. if such Common Stock is not subject to the Proxy Agreement or the Claure Proxy.