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SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

DEUTSCHE TELEKOM AG

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(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

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(Street)

BONN 2M 53113

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X Director X 10% Owner Officer (give title below) Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2024 4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

Form filed by One Reporting Person X Form filed by More than One Reporting
Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4.
Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect
Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock
04/19/2024 S(1) 186,470 D $161.8664(2) 679,058,591 D Common Stock 04/19/2024
S(1) 3,200 D $162.3759(3) 679,055,391 D Common Stock 04/22/2024 S(1) 176,931 D
$162.5056(4) 678,878,460 D Common Stock 04/22/2024 S(1) 8,520 D $163.5629(5)
678,869,940 D Common Stock 04/22/2024 S(1) 4,219 D $163.8255(6) 678,865,721 D
Common Stock 04/23/2024 S(1) 170,792 D $163.3152(7) 678,694,929 D Common Stock
04/23/2024 S(1) 18,878 D $163.7187(8) 678,676,051 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 1. Title of
Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative
Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date
Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of
Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of
Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct
(D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or
Number of Shares

1. Name and Address of Reporting Person*

DEUTSCHE TELEKOM AG

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(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

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(Street)

BONN 2M 53113

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(City) (State) (Zip)

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Relationship of Reporting Person(s) to Issuer

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X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person*

T-Mobile Global Holding GmbH

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(Last) (First) (Middle)

LANDGRABENWEG 151

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(Street)

BONN 2M 53227

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(City) (State) (Zip)

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Relationship of Reporting Person(s) to Issuer

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X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person*

T-Mobile Global Zwischenholding GmbH

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(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

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(Street)

BONN 2M 53113

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(City) (State) (Zip)

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Relationship of Reporting Person(s) to Issuer

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X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person*

Deutsche Telekom Holding B.V.

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(Last) (First) (Middle)

STATIONSPLEIN 8K

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(Street)

MAASTRICHT P7 6221 BT

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(City) (State) (Zip)

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Relationship of Reporting Person(s) to Issuer

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X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses: 1. The transactions reported on this Form 4 were
effected pursuant to a 10b5-1 trading plan adopted on November 29, 2023. 2. The
reported price in Column 4 is a weighted average price. These shares were sold
in multiple transactions at prices ranging from $161.37 to $162.36 per share.
The holder undertakes to provide to the issuer, any security holder of the
issuer, or the staff of the Securities and Exchange Commission, upon written
request, full information regarding the number of shares sold at each separate
price within the range set forth in this footnote. 3. The reported price in
Column 4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $162.37 to $162.39 per share. The holder
undertakes to provide to the issuer, any security holder of the issuer, or the
staff of the Securities and Exchange Commission, upon written request, full
information regarding the number of shares sold at each separate price within
the range set forth in this footnote. 4. The reported price in Column 4 is a
weighted average price. These shares were sold in multiple transactions at
prices ranging from $162.16 to $163.10 per share. The holder undertakes to
provide to the issuer, any security holder of the issuer, or the staff of the
Securities and Exchange Commission, upon written request, full information
regarding the number of shares sold at each separate price within the range set
forth in this footnote. 5. The reported price in Column 4 is a weighted average
price. These shares were sold in multiple transactions at prices ranging from
$163.17 to $164.15 per share. The holder undertakes to provide to the issuer,
any security holder of the issuer, or the staff of the Securities and Exchange
Commission, upon written request, full information regarding the number of
shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were
sold in multiple transactions at prices ranging from $164.20 to $164.61 per
share. The holder undertakes to provide to the issuer, any security holder of
the issuer, or the staff of the Securities and Exchange Commission, upon written
request, full information regarding the number of shares sold at each separate
price within the range set forth in this footnote. 7. The reported price in
Column 4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $162.67 to $163.68 per share. The holder
undertakes to provide to the issuer, any security holder of the issuer, or the
staff of the Securities and Exchange Commission, upon written request, full
information regarding the number of shares sold at each separate price within
the range set forth in this footnote. 8. The reported price in Column 4 is a
weighted average price. These shares were sold in multiple transactions at
prices ranging from $163.67 to $163.87 per share. The holder undertakes to
provide to the issuer, any security holder of the issuer, or the staff of the
Securities and Exchange Commission, upon written request, full information
regarding the number of shares sold at each separate price within the range set
forth in this footnote. 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, Andre Almeida, Senior Vice President Investment Management &
Tribe Lead US 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 or
Project 9 if such Common Stock is not subject to the Proxy Agreement.

/s/ Christoph Appel Attorney-in-fact 04/23/2024 /s/ Christoph Appel
Attorney-in-fact 04/23/2024 /s/ Christoph Appel Attorney-in-fact 04/23/2024 /s/
Christoph Appel Attorney-in-fact 04/23/2024 ** Signature of Reporting Person
Date Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. * If the form is filed by more than
one reporting person, see Instruction 4 (b)(v). ** Intentional misstatements or
omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be
manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.