Statement of Changes in Beneficial Ownership (4)
March 19 2014 - 6:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SOFTBANK CORP
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2. Issuer Name
and
Ticker or Trading Symbol
SPRINT Corp
[
S
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1-9-1, HIGASHI-SHIMBASHI
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2014
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(Street)
MINATO-KU TOKYO, M0 105-7303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
(2)
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3/17/2014
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S
(1)
(2)
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2846508
(1)
(2)
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D
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$0.00
(1)
(2)
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3148238656
(3)
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I
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See Footnotes
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On March 17, 2014, Galaxy Investment Holdings, Inc. ("Galaxy"), a U.S. wholly owned subsidiary of SoftBank Corp. ("Parent"), granted to Ronald D. Fisher an award of restricted stock units (the "RSU Award") for 2,846,508 shares (the "Shares") of Sprint Corporation ("Sprint") Common Stock, $0.01 par value per share (the "Sprint Common Stock") owned by Galaxy. Galaxy granted the RSU Award to Mr. Fisher in connection with Mr. Fisher's positions with Galaxy and SoftBank Holdings Inc. ("Holdings") and in consideration of the services that Mr. Fisher provides to the U.S. wholly owned subsidiaries of Parent, including but not limited to Galaxy, Holdings, and SoftBank Inc., and as an incentive to continue such services. Each restricted stock unit represents a contingent right for Mr. Fisher to receive one Share, or, in the sole discretion of Galaxy, a cash payment in lieu of all or a portion thereof. (Continued in Footnote 2)
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(
2)
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Subject to the provisions of the agreement for the RSU Award, the restricted stock units will vest in four equal installments on each November 15 of 2015, 2016, 2017 and 2018. Mr. Fisher is not required to pay consideration to obtain the Shares (or cash, as applicable) upon vesting.
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(
3)
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Such figure reflects 71,713,133 shares of Sprint Common Stock (the "Galaxy Shares") that are owned indirectly by Parent through Galaxy and 3,076,525,523 shares of Sprint Common Stock (the "Starburst I Shares") that are owned indirectly by Parent through Starburst I, Inc. ("Starburst I"), which is a U.S. wholly owned subsidiary of Parent. As a result of such ownership, Parent may be deemed to beneficially own the Galaxy Shares and the Starburst I Shares. Starburst I expressly disclaims beneficial ownership with respect to the Galaxy Shares and Galaxy expressly disclaims beneficial ownership with respect to the Starburst I Shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SOFTBANK CORP
1-9-1, HIGASHI-SHIMBASHI
MINATO-KU TOKYO, M0 105-7303
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X
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Starburst I, Inc.
ONE CIRCLE STAR WAY
SAN CARLOS, CA 94070
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X
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Galaxy Investment Holdings, Inc.
ONE CIRCLE STAR WAY
SAN CARLOS, CA 94070
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X
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Signatures
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/s/ Joshua O. Lubov, Attorney-in-Fact
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3/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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