Current Report Filing (8-k)
February 22 2018 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 15, 2018
T-MOBILE
US, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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1-33409
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20-0836269
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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12920 SE 38th Street
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Bellevue, Washington
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98006-1350
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (425)
378-4000
(Former Name or Former Address, if Changed Since Last Report):
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this
chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth under Item 5.03 below is
incorporated herein by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 16, 2018,
T-Mobile
US, Inc. (the Company) filed a Certificate of Elimination of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share (the Certificate of Elimination) with
the Secretary of State of the State of Delaware to eliminate from the Companys Fourth Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of 5.50% Mandatory Convertible Preferred Stock,
Series A, Par Value $0.00001 Per Share (the Certificate of Designations), which Certificate of Designations was previously filed with the Secretary of State of the State of Delaware on December 12, 2014.
As previously disclosed, on December 15, 2017, all outstanding shares of the Companys 5.50% Mandatory Convertible Preferred Stock, Series A (the
Preferred Stock) automatically converted into shares of the Companys common stock, and no shares of Preferred Stock remain outstanding.
The forgoing description of the Certificate of Elimination does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Certificate of Elimination which is attached hereto as Exhibit 3.1.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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T-MOBILE
US, INC.
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February 22, 2018
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/s/ J. Braxton Carter
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J. Braxton Carter
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Executive Vice President and Chief Financial Officer
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