EVP and General Counsel Nelson Mark Wolfe was granted 52,734 shares, covered exercise/tax liability with 21,504 shares and sold $2,762,640 worth of shares (10,232 units at $270.00), increasing direct ownership by 34% to 82,935 units (SEC Form 4)
$TMUS
Telecommunications Equipment
Telecommunications
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/15/2023 | L | 6.128(1) | A | $155.61 | 61,876.827 | D | |||
| Common Stock | 03/14/2024 | L | 16.102(1) | A | $162.93 | 61,892.929 | D | |||
| Common Stock | 06/13/2024 | L | 15.149(1) | A | $173.87 | 61,908.078 | D | |||
| Common Stock | 09/12/2024 | L | 13.231(1) | A | $199.82 | 61,921.309 | D | |||
| Common Stock | 12/12/2024 | L | 15.461(1) | A | $232.26 | 61,936.77 | D | |||
| Common Stock | 02/15/2025 | A | 15,766(2) | A | $0 | 77,702.77 | D | |||
| Common Stock | 02/15/2025 | F | 8,678.297(3) | D | $270.82 | 69,024.473 | D | |||
| Common Stock | 02/15/2025 | A | 36,968(4) | A | $0 | 105,992.473 | D | |||
| Common Stock | 02/15/2025 | F | 12,825.604(5) | D | $270.82 | 93,166.869 | D | |||
| Common Stock | 02/18/2025 | S | 10,232(6) | D | $270 | 82,934.869 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents dividend accrued on vested restricted stock units. |
| 2. Represents restricted stock units granted under the issuer's 2023 Incentive Award Plan, (the "Plan"); one-third of the units vest on each of February 15, 2026, February 15, 2027 and February 15, 2028, subject to the terms of the Plan and related award agreement. |
| 3. Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. |
| 4. Represents performance-based restricted stock units earned under the issuer's 2015 Sprint Omnibus Incentive Plan, that vested on February 15, 2025 based on the Company's relative total shareholder return during the three-year period ending February 15, 2025. |
| 5. Represents shares withheld for payment of taxes on vesting of performance-based restricted stock units; not an open market transaction. |
| 6. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 21, 2024. |
| Remarks: |
| /s/ Frederick Williams, Attorney-in-Fact | 02/19/2025 | |
| ** 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. | ||