If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d
-1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ☐
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Exchange
Act
”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however,
see
the
Notes
).
CUSIP No. 872590104
|
13D
|
Page 1 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Deutsche Telekom Holding B.V.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
538,590,941
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
538,590,941
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,590,941
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 872590104
|
13D
|
Page 2 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T-Mobile Global Holding GmbH
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
538,590,941
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
538,590,941
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,590,941
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 872590104
|
13D
|
Page 3 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T-Mobile Global Zwischenholding GmbH
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
538,590,941
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
538,590,941
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,590,941
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
CUSIP No. 872590104
|
13D
|
Page 4 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Deutsche Telekom AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
538,590,941
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
538,590,941
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,590,941
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
CUSIP No.
872590104
|
13D
|
Page 5 of 13 Pages
|
Item 1. Security and Issuer
Item 1 is hereby
amended and restated as follows:
This Schedule 13D
relates to shares of common stock, par value USD 0.00001 per common share (the “Common Stock”), of T-Mobile US, Inc.,
a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 12920 SE 38th Street,
Bellevue, Washington 98006.
Item 2. Identity and Background
Item 2 is hereby
amended and restated as follows:
This Schedule 13D
is filed, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by each
of the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
(1) Deutsche Telekom
Holding B.V. a corporation organized under the laws of the Netherlands with its principal address at Stationsplein 8K, Maastricht,
6221, The Netherlands (“DT Holding”);
(2) T-Mobile Global
Holding GmbH, a limited liability company (
Gesellschaft mit beschränkter Haftung
) organized and existing under the
laws of the Federal Republic of Germany with its principal address at Landgrabenweg 151, 53227 Bonn, Germany (“T-Mobile Holding”);
(3) T-Mobile Global
Zwischenholding GmbH, a limited liability company (
Gesellschaft mit beschränkter Haftung
) organized and existing under
the laws of the Federal Republic of Germany with its principal address at, Friedrich-Ebert-Allee 140 53113 Bonn, Germany (“T-Mobile
Global”); and
(4) Deutsche Telekom
AG, a stock corporation (
Aktiengesellschaft
) organized under the laws of the Federal Republic of Germany with its principal
address at Friedrich-Ebert-Allee 140 53113 Bonn, Germany (“Deutsche Telekom”).
DT Holding is a
direct wholly owned subsidiary of T-Mobile Holding. T-Mobile Holding is a direct wholly owned subsidiary of T-Mobile Global which
in turn is a direct wholly owned subsidiary of Deutsche Telekom.
The
Reporting Persons are principally engaged in the telecommunications business.
During
the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as
a result of which proceeding such Reporting Person is or was subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and
Amount of Funds or Other Consideration
Item 3 is hereby
amended and supplemented as follows:
Since the date of
the commencement of the Plan (as defined below in Item 4), through the termination of the Plan as provided for therein, the Broker
(as defined below in Item 4) purchased 3,304,864 shares of Common Stock of T-Mobile US Inc. for an aggregate purchase price of
$199,999,970.90, exclusive of any fees, commissions or other expenses. The T-Mobile US Inc. purchases were financed from DT Holding’s
general working capital.
Item 4. Purpose of
Transaction
Item 4 is hereby
amended and supplemented as follows:
Pursuant to a purchase
program, DT Holding entered into a Rule 10b5-1 Plan with Credit Suisse Securities (USA) LLC (the “Broker”) dated February
9, 2018 under which the Broker was authorized and directed to purchase, on behalf of DT Holding, Common Stock of T-Mobile US Inc.
(the “Plan”). The Plan was to terminate on the earliest to occur of (1) March 31, 2018 and (2) the date on which either
the aggregate number or the aggregate purchase price of the Common Stock purchased by the Broker in accordance with the Plan equaled
the Maximum Number of Shares or the Maximum Total Purchase Price, respectively each as defined in the Plan, unless the Plan terminated
earlier, pursuant its terms. As of March 6, 2018, the Broker had purchased Common Stock with an aggregate purchase price of $199,999,970.90,
consequently ending the purchase program and terminating the Plan.
Item 5. Interest in
Securities of the Issuer
Item 5 is hereby
amended and restated as follows:
(a-b) The information
contained in the cover pages of this Schedule 13D and the information set forth in Items 2 and 4 thereof are incorporated herein
by reference. DT Holding beneficially owns 538,590,941 shares of Common Stock which represents approximately 63.0% of the fully
diluted shares on a treasury method basis of Common Stock outstanding immediately following the termination of the Plan.
Due to the fact
that T-Mobile Holding, T-Mobile Global and Deutsche Telekom may be deemed to control DT Holding, each of T-Mobile Holding, T-Mobile
Global and Deutsche Telekom may be deemed to beneficially own, and to have power to vote or direct the vote of, or dispose or direct
the disposition of, all the Common Stock beneficially owned by DT Holding.
The filing of this
Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common
Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of T-Mobile Holding,
T-Mobile Global and Deutsche Telekom disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer
or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director,
officer or affiliate may be deemed to beneficially own.
(c) Except as set
forth in this Item 5, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of,
or, except as set forth below in Item 6, has engaged in any transaction during the past 60 days in, any Common Stock.
(d) To the best
knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby
amended and supplemented as follows:
On February 9, 2018
DT Holding entered into the Plan (as defined above in Item 4) with the Broker (as defined above in Item 4) pursuant to which the
Broker was authorized and directed to purchase, on behalf of DT Holding, shares of T-Mobile US Inc.. The Broker began purchasing
T-Mobile US Inc. shares under the Plan on February 14, 2018 and ceased purchasing T-Mobile US Inc. shares under the Plan on March
6, 2018 when the aggregate purchase price of the Common Stock purchased by the Broker, equaled the Maximum Total Purchase Price
as defined in the Plan
Item 7. Material to Be Filed as
Exhibits
Item 7 is hereby
amended and supplemented as follows:
10b5-1Purchase Plan
Agreement, dated as of February 9, 2018, by and between DT Holding and the Broker.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 16, 2018
|
Deutsche Telekom Holding B.V.
|
|
|
|
By: /
s/ Frans Roose
|
|
Name: Frans Roose
Title: Managing Director
|
|
|
|
By:
/s/ Antonius Ziflstra
|
|
Name: Antonius Ziflstra
Title:
Managing Director
|
|
T-Mobile Global Holding GmbH
|
|
By:
/s/ Franco Musone Crispino
|
|
Name: Franco Musone Crispino
Title: Managing Director
|
|
By: /
s/ Dr Uli Kühlbacher
Name: Dr Uli Kühlbacher
Title: Managing Director
|
|
T-Mobile Global Zwischenholding GmbH
|
|
By:
/s/ Dr. Chirstian Dorenkamp
|
|
Name: Dr. Chirstian Dorenkamp
Title: Managing Director
|
|
By:
/s/ Roman Zitz
|
|
Name: Roman Zitz
Title: Managing Director
|
|
Deutsche Telekom AG
|
|
By:
/s/ Stephan Wiemann
|
|
Name: Stephan Wiemann
Title: Vice President, Group Treasury
|
|
By:
/s/ Juergen Kistner
|
|
Name: Juergen Kistner
Title: Vice President, Group Treasury
|