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Delaware Project 6 L.L.C.

Disclosed activity across 1 company

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130787
SEC CIK
0001815949

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Latest disclosed role at each company.

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

T-Mobile US, Inc.

Report date January 28, 2022 · Filed February 04, 2022

Jointly reported with SOFTBANK GROUP CORP.

Section 16 reporting ended · disclosed 2022-02-04. Current position is not established by this disclosure.

No balance rows disclosed in this filing.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 23, 2021 Filed Sep 28, 2021 01:37 UTC T-Mobile US, Inc. TMUS · Entity 2064 OtherCall option (obligation to sell) · Derivative 26,348,874 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-037930 · doc4.xml · derivative · entry 3

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 18,556,605

Underlying: Common Stock · 26,348,874 shares

Expires 2024-06-22

F1 · security: Fixed price call options for which the per share strike price is $101.455 (the "Fixed Options"). Deutsche Telekom AG ("DT") has, pursuant to the terms of the Fixed Options, elected to pay the exercise price for these options in the form of 133,672,515 no par value registered shares of DT ("DT Shares").

F1 · derivative.exercise_price: Fixed price call options for which the per share strike price is $101.455 (the "Fixed Options"). Deutsche Telekom AG ("DT") has, pursuant to the terms of the Fixed Options, elected to pay the exercise price for these options in the form of 133,672,515 no par value registered shares of DT ("DT Shares").

F1 · price: Fixed price call options for which the per share strike price is $101.455 (the "Fixed Options"). Deutsche Telekom AG ("DT") has, pursuant to the terms of the Fixed Options, elected to pay the exercise price for these options in the form of 133,672,515 no par value registered shares of DT ("DT Shares").

Read SEC document
September 23, 2021 Filed Sep 28, 2021 01:37 UTC T-Mobile US, Inc. TMUS · Entity 2064 OtherCommon Stock 19,017,795 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-037930 · doc4.xml · nonDerivative · entry 2

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 60,924,954

F2 · price: Floating price call options for which the aggregate strike price is equal to 91,327,485 DT Shares.

Read SEC document
September 23, 2021 Filed Sep 28, 2021 01:37 UTC T-Mobile US, Inc. TMUS · Entity 2064 OtherCommon Stock 26,348,874 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-037930 · doc4.xml · nonDerivative · entry 1

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 79,942,749

F1 · price: Fixed price call options for which the per share strike price is $101.455 (the "Fixed Options"). Deutsche Telekom AG ("DT") has, pursuant to the terms of the Fixed Options, elected to pay the exercise price for these options in the form of 133,672,515 no par value registered shares of DT ("DT Shares").

Read SEC document
September 08, 2021 Filed Sep 10, 2021 20:52 UTC T-Mobile US, Inc. TMUS · Entity 2064 OtherForward sale contract (obligation to sell) · Derivative 17,935,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-035561 · doc4.xml · derivative · entry 1

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 17,935,000

Underlying: Common Stock · 17,935,000 shares

Expires 2024-06-25

F1 · derivative.exercise_price: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F2 · derivative.exercise_price: In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00.

F3 · derivative.exercise_price: The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price,

F4 · derivative.exercise_price: (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price.

F1 · kind: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F2 · kind: In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00.

F3 · kind: The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price,

F4 · kind: (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price.

F1 · shares: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F1 · price: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F2 · price: In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00.

F3 · price: The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price,

F4 · price: (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price.

F1 · derivative.exercise_date: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F2 · derivative.exercise_date: In exchange for entering into the Forward Contracts and assuming the obligations thereunder, Project 6 will receive a cash payment of $1,809,096,276.00.

F3 · derivative.exercise_date: The cash equivalent to the value of the Subject Shares to be delivered to the dealers on the Settlement Date is to be determined as follows: (a) if the Settlement Price is equal to or less than $116.388 per Share (the "Forward Floor Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price; (b) if the Settlement Price is between the Forward Floor Price and $161.650 per Share (the "Forward Cap Price"), Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price, multiplied by a fraction, (i) the numerator of which is the Forward Floor Price and (ii) the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price,

F4 · derivative.exercise_date: (Continued from footnote 3) Project 6 LLC will deliver to the dealers the cash equivalent value of the Subject Shares based on the Settlement Price multiplied by a fraction (i) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (ii) the denominator of which is the Settlement Price.

F1 · derivative.underlying_shares: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

F1 · balance_after: On September 8, 2021, Delaware Project 6 L.L.C. ("Project 6 LLC") entered into master confirmations under Rule 144 under the Securities Act of 1933, as amended, in respect of two variable prepaid forward sale contracts (the "Forward Contracts") with unaffiliated dealers covering up to a maximum of 17,935,000 shares of the Issuer's common stock (the "Subject Shares"). The Forward Contracts provide for cash settlement based on the average of the daily volume-weighted average trading prices of the Issuer's common stock over the 20 trading day period beginning on May 29, 2024 (the "Settlement Price"). Project 6 LLC has the option to elect to settle the Forward Contracts on a physical basis.

Read SEC document
October 06, 2020 Filed Oct 7, 2020 01:52 UTC T-Mobile US, Inc. TMUS · Entity 2064 OtherCall Option (obligation to sell) · Derivative 44,905,479 Not disclosed Strike: $101.46 Not disclosed
Disclosure

SEC source: 0001209191-20-054097 · doc4.xml · derivative · entry 2

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 44,905,479

Underlying: Common Stock · 44,905,479 shares

Expires 2024-06-22

F2 · kind: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · kind: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

F2 · shares: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · shares: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

F2 · price: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · price: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

Read SEC document
October 06, 2020 Filed Oct 7, 2020 01:52 UTC T-Mobile US, Inc. TMUS · Entity 2064 GrantCall Option (obligation to sell) · Derivative 44,905,479 Not disclosed Strike: $101.46 Not disclosed
Disclosure

SEC source: 0001209191-20-054097 · doc4.xml · derivative · entry 1

SOFTBANK GROUP CORP · CIK 0001065521 · Director

Delaware Project 6 L.L.C. · CIK 0001815949 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Delaware Project 6 L.L.C.

Disclosed balance after: 0

Underlying: Common Stock · 44,905,479 shares

Expires 2024-06-22

F1 · kind: Marcelo Claure and Stephen Kappes, each members of the Board of Directors of the Issuer, were elected as representatives of SoftBank Group Corp. ("SoftBank") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result each of these entities is a director by deputization for Section 16 purposes.

F2 · kind: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · kind: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

F2 · shares: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · shares: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

F2 · price: In connection with the transactions between or among SoftBank, Deutsche Telekom AG ("DT"), Claure Mobile LLC (the "Executive Purchaser"), SoftBank Group Capital Ltd. ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Project 6 LLC (together with SoftBank, SBGC and Project 4 LLC, the "SoftBank Parties") and the Issuer as described in the Master Framework Agreement by and among the SoftBank Parties, DT, the Executive Purchaser and the Issuer, dated June 22, 2020 (the "Master Framework Agreement"), DT granted its consent under the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between SoftBank and DT, to certain transactions contemplated by the Master Framework Agreement, pursuant to a consent letter between DT and SoftBank, dated June 22, 2020 (the "Proxy Agreement Consent"). (continued in footnote (3))

F3 · price: As a portion of the consideration for the Proxy Agreement Consent and as part of the transactions contemplated by the Master Framework Agreement, SBGC wrote the option to a subsidiary of the Issuer, which, in turn, wrote a back-to-back call option to DT. SBGC subsequently assigned its obligations under the option to Project 6 LLC, a wholly-owned subsidiary of SoftBank. As contemplated by the terms of each option written in June 2020, on October 6, 2020, each of the option written to a subsidiary of the Issuer and the DT back-to-back call option were cancelled and Project 6 LLC issued the call option directly to DT. Because Project 6 LLC's pecuniary interest in the call option remains unchanged, Project 6 LLC disclaims the applicability of Section 16 to these transactions.

Read SEC document
June 26, 2020 Filed Jun 26, 2020 21:58 UTC T-Mobile US, Inc. TMUS · Entity 2064 GrantContingent Value Right Note (right to acquire) · Derivative Not disclosed Not disclosed $2,000,000,000.00
Disclosure

SEC source: 0000925421-20-000264 · edgar.xml · derivative · entry 5

SOFTBANK GROUP CORP · CIK 0001065521 · Director · 10% owner

SoftBank Group Capital Ltd · CIK 0001755163 · Director · 10% owner

Delaware Project 4 L.L.C. · CIK 0001815950 · Director · 10% owner

Delaware Project 6 L.L.C. · CIK 0001815949 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Delaware Project 4 L.L.C.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F6 · derivative.exercise_price: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · derivative.exercise_price: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · reported_value: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · reported_value: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · price: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · price: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · derivative.exercise_date: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · derivative.exercise_date: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · derivative.expiration_date: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · derivative.expiration_date: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · derivative.underlying_shares: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · derivative.underlying_shares: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

F6 · ownership.direct: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F7 · ownership.direct: (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances.

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June 26, 2020 Filed Jun 26, 2020 21:58 UTC T-Mobile US, Inc. TMUS · Entity 2064 Disposition to issuerCommon Stock 5,000,000 $103.00 $515,000,000.00
Disclosure

SEC source: 0000925421-20-000264 · edgar.xml · nonDerivative · entry 4

SOFTBANK GROUP CORP · CIK 0001065521 · Director · 10% owner

SoftBank Group Capital Ltd · CIK 0001755163 · Director · 10% owner

Delaware Project 4 L.L.C. · CIK 0001815950 · Director · 10% owner

Delaware Project 6 L.L.C. · CIK 0001815949 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Delaware Project 6 L.L.C.

Disclosed balance after: 106,291,623

F1 · kind: Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes.

F4 · kind: Represents the number of shares of Common Stock that the Issuer agreed to sell to an entity controlled by Marcelo Claure for $103.00 per share, subject to receipt of necessary regulatory approvals. Pursuant to the Share Repurchase Agreement, SBGC has agreed to sell to the Issuer 5,000,000 shares upon the closing of such sale to Mr. Claure at the same price per share.

F5 · ownership.direct: Reflects the transfer of 106,291,623 shares of Common Stock to Project 6 LLC. As a result, Project 6 LLC directly owns 106,291,623 shares of Common Stock. Project 6 LLC and SBGC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock owned directly by Project 6 LLC. Project 4 LLC expressly disclaims the beneficial ownership of the shares of Common Stock owned by Project 6 LLC, Project 6 LLC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC, and SBGC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC and the shares of Common Stock owned by Project 6 LLC.

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June 26, 2020 Filed Jun 26, 2020 21:58 UTC T-Mobile US, Inc. TMUS · Entity 2064 Disposition to issuerCommon Stock 19,750,000 $103.00 $2,034,250,000.00
Disclosure

SEC source: 0000925421-20-000264 · edgar.xml · nonDerivative · entry 3

SOFTBANK GROUP CORP · CIK 0001065521 · Director · 10% owner

SoftBank Group Capital Ltd · CIK 0001755163 · Director · 10% owner

Delaware Project 4 L.L.C. · CIK 0001815950 · Director · 10% owner

Delaware Project 6 L.L.C. · CIK 0001815949 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By SoftBank Group Capital Ltd

Disclosed balance after: 111,291,623

F1 · kind: Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes.

F3 · kind: Represents the number of shares of Common Stock subject to a rights offering by the Issuer pursuant to which it issued holders of record of Common Stock as of 5:00 pm on June 25, 2020 the right to purchase 0.05 shares of Common Stock at $103.00 per share, up to an aggregate of 19,750,000 shares. Pursuant to the Share Repurchase Agreement, SBGC agreed to sell an aggregate of up to 19,750,000 shares to the Issuer, to the extent such shares are issued in the rights offering.

F3 · shares: Represents the number of shares of Common Stock subject to a rights offering by the Issuer pursuant to which it issued holders of record of Common Stock as of 5:00 pm on June 25, 2020 the right to purchase 0.05 shares of Common Stock at $103.00 per share, up to an aggregate of 19,750,000 shares. Pursuant to the Share Repurchase Agreement, SBGC agreed to sell an aggregate of up to 19,750,000 shares to the Issuer, to the extent such shares are issued in the rights offering.

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June 26, 2020 Filed Jun 26, 2020 21:58 UTC T-Mobile US, Inc. TMUS · Entity 2064 Disposition to issuerCommon Stock 19,417,400 Not disclosed Not disclosed
Disclosure

SEC source: 0000925421-20-000264 · edgar.xml · nonDerivative · entry 2

SOFTBANK GROUP CORP · CIK 0001065521 · Director · 10% owner

SoftBank Group Capital Ltd · CIK 0001755163 · Director · 10% owner

Delaware Project 4 L.L.C. · CIK 0001815950 · Director · 10% owner

Delaware Project 6 L.L.C. · CIK 0001815949 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By SoftBank Group Capital Ltd

Disclosed balance after: 131,041,623

F1 · kind: Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes.

F2 · kind: The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase Agreement"), between SBGC and the Issuer. The Issuer sold 154,147,026 shares of common stock in a registered public offering that closed on June 26, 2020, the net proceeds of which were used by the Issuer to purchase an equal number of shares of Common Stock from SBGC.

F6 · kind: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

F2 · price: The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase Agreement"), between SBGC and the Issuer. The Issuer sold 154,147,026 shares of common stock in a registered public offering that closed on June 26, 2020, the net proceeds of which were used by the Issuer to purchase an equal number of shares of Common Stock from SBGC.

F6 · price: Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023.

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June 26, 2020 Filed Jun 26, 2020 21:58 UTC T-Mobile US, Inc. TMUS · Entity 2064 Disposition to issuerCommon Stock 154,147,026 $101.46 $15,638,986,522.83
Disclosure

SEC source: 0000925421-20-000264 · edgar.xml · nonDerivative · entry 1

SOFTBANK GROUP CORP · CIK 0001065521 · Director · 10% owner

SoftBank Group Capital Ltd · CIK 0001755163 · Director · 10% owner

Delaware Project 4 L.L.C. · CIK 0001815950 · Director · 10% owner

Delaware Project 6 L.L.C. · CIK 0001815949 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By SoftBank Group Capital Ltd

Disclosed balance after: 150,459,023

F1 · kind: Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes.

F2 · kind: The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase Agreement"), between SBGC and the Issuer. The Issuer sold 154,147,026 shares of common stock in a registered public offering that closed on June 26, 2020, the net proceeds of which were used by the Issuer to purchase an equal number of shares of Common Stock from SBGC.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.