Amendment: SEC Form SC 13D/A filed by T-Mobile US Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
T-Mobile US, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872590104
(CUSIP Number)
| Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, 100-6529 Japan +81-3-3214-6522 |
Sarah P. Payne, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303-3308 +1 650 461 5669 |
Robert G. DeLaMater, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 +1-212-558-4788 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 7, 2024
(Date of Event Which Requires Filing of this Statement)
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 the 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 (the “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
| 1 | NAMES OF REPORTING PERSONS
SoftBank Group Capital Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 (1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
| (The | terms used above are defined in the Explanatory Note and in Items 1, 2 ,4 and 6 of this Schedule 13D). |
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
Delaware Project 4 L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,566,400(1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
3,566,400(1) | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,566,400(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<1%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
| (2) | Based on the number of shares of Common Stock outstanding on April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the Issuer’s acquisition of Ka’ena Corporation, Mint Mobile, LLC and Mint Mobile Incentive Company, LLC (collectively, the “Mint Acquisition”). |
| (The | terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D). |
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
Delaware Project 6 L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 (1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
33,043,108(1) | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,043,108(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.81% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | As of the date hereof, the shares of Common Stock held by Project 6 LLC are subject to the Proxy Agreement (of which 28,243,108 of such shares of Common Stock are subject to the Floating Options). The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
| (2) | Based on the number of shares of Common Stock outstanding on April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. |
| (The | terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D). |
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
Delaware Project 9 L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 (1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
48,751,557(1) | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,751,557(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.15% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | The shares of Common Stock to be acquired by Project 9 LLC will be subject to the Proxy Agreement. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
| (2) | Based on the number of shares of Common Stock outstanding on April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. |
| (The | terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D). |
| 1 | NAMES OF REPORTING PERSONS
SoftBank Group Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,566,400(1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
85,361,065(2) | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,361,065(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%(3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO | |||||
| (1) | The shares of Common Stock are held by Project 4 LLC, a wholly owned subsidiary of SoftBank. |
| (2) | As of the date hereof, the shares of Common Stock are held by Project 6 LLC, a wholly owned subsidiary of SoftBank, Project 4 LLC, a wholly owned subsidiary of SoftBank and Project 9 LLC a wholly owned subsidiary of SoftBank; the shares of Common Stock held by Project 6 LLC and Project 9 LLC are subject to the Proxy Agreement; and 28,243,108 of the shares of Common Stock held by Project 6 LLC are subject to the Floating Options. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
| (3) | Based on the number of shares of Common Stock outstanding on April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. |
| (The | terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D). |
EXPLANATORY NOTE
This Amendment No. 15 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 11, 2024, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on June 25, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 4 to the Schedule 13D filed with the Commission on July 30, 2020, Amendment No. 5 to the Schedule 13D filed with the Commission on October 6, 2020, Amendment No. 6 to the Schedule 13D filed with the Commission on September 7, 2021, Amendment No. 7 to the Schedule 13D filed with the Commission on September 9, 2021, Amendment No. 8 to the Schedule 13D filed with the Commission on September 16, 2021, Amendment No. 9 to the Schedule 13D filed with the Commission on September 28, 2021, Amendment No. 10 to the Schedule 13D filed with the Commission on February 4, 2022, Amendment No. 11 to the Schedule 13D filed with the Commission on March 29, 2022, Amendment No. 12 to the Schedule 13D filed with the Commission on April 13, 2022, Amendment No. 13 to the Schedule 13D filed with the Commission on June 6, 2023 and Amendment No. 14 to the Schedule 13D filed with the Commission on December 26, 2023 (as amended and supplemented, this “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”), SoftBank’s wholly owned subsidiary Delaware Project 6 L.L.C., a Delaware limited liability company (“Project 6 LLC”) SoftBank’s wholly owned subsidiary, Delaware Project 4 L.L.C., a Delaware limited liability company (“Project 4 LLC”) and SoftBank’s wholly owned subsidiary, Delaware Project 9, L.L.C., a Delaware limited liability company (“Project 9 LLC,” and together with SoftBank, SBGC, Project 6 LLC and Project 4 LLC, the “Reporting Persons”), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (“T-Mobile” or the “Issuer”), par value $0.00001 per share (the “Common Stock”).
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
The information set forth in Item 6 of this Schedule 13D Amendment including without limitation information as to the rights and obligations of the Reporting Persons pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to include the following:
(a)-(b) The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. Project 4 LLC beneficially owns 3,566,400 shares of Common Stock, which represents less than 1% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. Project 6 LLC beneficially owns 33,043,108 shares of Common Stock, which represents approximately 2.81% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. Project 9 LLC beneficially owns 48,751,557 shares of Common Stock, which represents approximately 4.15% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. The shares of Common Stock beneficially owned by Project 6 LLC and Project 9 LLC are subject to the Proxy Agreement. 28,243,108 shares of Common Stock beneficially owned by Project 6 LLC are subject to the Floating Options. Project 4 LLC, Project 6 LLC and Project 9 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 4 LLC, Project 6 LLC and Project 9 LLC. The Reporting Persons therefore beneficially own an aggregate of 85,361,065 shares of Common Stock, which represents approximately 7.26% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition.
(c) The information contained in Item 4 of this Schedule 13D is herein incorporated by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:
On June 7, 2024, Deutsche Telekom exercised its right to acquire 6,728,701 shares of Common Stock from Project 6 LLC for cash pursuant to the Replacement SB-Newco Call Option, dated April 13, 2022 (the “Fixed Options”). The exercise price was $99.505 per share of Common Stock (reflecting adjustments to the exercise price made in accordance with the terms of the Fixed Options resulting from cash dividends declared by T-Mobile on the Common Stock).
SIGNATURES
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: June 11, 2024
| SOFTBANK GROUP CORP. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal Department | |
| SOFTBANK GROUP CAPITAL LTD | ||
| By: | /s/ Adam Westhead | |
| Name: | Adam Westhead | |
| Title: | Director | |
| DELAWARE PROJECT 6 L.L.C. | ||
| By: | /s/ Hugh Manahan | |
| Name: | Hugh Manahan | |
| Title: | Manager | |
| DELAWARE PROJECT 4 L.L.C. | ||
| By: | /s/ Hugh Manahan | |
| Name: | Hugh Manahan | |
| Title: | Manager | |
| DELAWARE PROJECT 9 L.L.C. | ||
| By: | /s/ Brendan Kelleher | |
| Name: | Brendan Kelleher | |
| Title: | Manager | |