SEC Form SC 13D/A filed by T-Mobile US Inc. (Amendment)

SCHEDULE 13D/A

CUSIP No. 872590104

1	NAME OF REPORTING PERSON
	Deutsche Telekom Holding B.V. IRS identification number not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
			683,889,210
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER**
			595,365,844
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
	683,889,210
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)***
	57.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*

Consists of the sum of (i) 595,365,844 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.

**	Consists of 595,365,844 shares of Common Stock held by DT Holding.

***	Based on 1,186,867,575 shares of Common Stock outstanding as of January 31, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the Commission on February 2, 2024.

       This Amendment No. 25 (this “Amendment No. 25”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013, (as amended and supplemented from time to time, this “Schedule 13D”), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Deutsche Telekom”), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Deutsche Telekom (“T-Mobile Global”), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of T-Mobile Global (“T-Mobile Holding”), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding (“DT Holding” and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the “Reporting Persons”, and each, a “Reporting Person”), pursuant to Section 13(d) of the Exchange Act, and Rule 13d-2(a) thereunder, with respect to the shares of common stock, par value $0.00001 per share (the “Common Stock”), of T-Mobile US, Inc., a Delaware corporation (the “Issuer” or “T-Mobile”).

       Except as set forth below, all Items of this Schedule 13D, as amended prior to the date hereof, are materially unchanged. Capitalized terms used in this Amendment No. 25 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.

       Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.

Item 3.          Source and Amount of Funds or Other Consideration

       This Item 3 is hereby amended and supplemented as follows:

       The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.

Item 4.          Purpose of the Transaction

       This Item 4 is hereby amended and supplemented as follows:

       The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.

Item 5.          Interests in Securities of the Issuer

       This Item 5 is hereby amended and supplemented as follows:

       (a)-(b) The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

       (c)  Except as set forth in Exhibit 61 attached hereto, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any transaction in Common Stock in the 60 days preceding the date hereof.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

        This Item 6 is hereby amended and supplemented as follows:

Entry into Rule 10b5-1 Plan of Sale

       On March 12, 2024, DT Holding entered into a Rule 10b5-1 Sales Plan (the “10b5-1 Plan”) with Cowen & Company, LLC (“Cowen”) that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Exchange Act.  Under the 10b5-1 Plan, (a) Cowen, a broker-dealer, is authorized to sell Common Stock on behalf of DT Holding but not to purchase Common Stock, (b) sales of Common Stock will commence no earlier than June 12, 2024 and (c) no sales of Common Stock will be made under the 10b5-1 Plan after September 11, 2024.

Signature

      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.

Name		Business Address		Present Principal Occupation
Timotheus Höttges		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the Board
Dr. Feri Abolhassan Pur-Moghaddam		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for T-Systems
Birgit Bohle		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Human Resources and Labor
Srinivasan Gopalan †		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Germany
Dr. Christian P. Illek		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Finance (CFO)
Thorsten Langheim		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for USA and Group Development
Dominique Leroy∞		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Europe
Claudia Nemat		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Technology and Innovation

Name		Business Address		Present Principal Occupation
Dr. Frank Appel (Chairman)		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Member of the Supervisory Board of Fresenius Management SE, Bad Homburg
Odysseus D. Chatzidis *		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the European Works Council of Deutsche Telekom AG, Bonn
Eric Daum		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		First Deputy Chairman of the Group Works Council of Deutsche Telekom AG, Bonn
Constantin Greve		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the Works Council of Deutsche Telekom AG, Bonn
Katja Hessel		Wilhelmstraße 97, Berlin, Germany 10117		Parliamentary State Secretary to the Federal Minister of Finance, Berlin
Lars Hinrichs		Badestraße 2, Hamburg, Germany 20148		Managing Partner Cinco Capital GmbH, Hamburg and CEO Digital Art Museum GmbH
Dr. Helga Jung		Hahnenbichlstraße 24 Ettringen, Germany 86833		Former Member of the Board of Management of Allianz SE, Munich
Dagmar P. Kollmann †		Grinzinger Allee 50, Vienna, Austria 1190		Entrepreneur and member of several supervisory and advisory boards
Stefanie Kreusel		Hahnstraße 43d, Frankfurt am Main, Germany 60528		Senior Vice President, Customer & Public Relations at Deutsche Telekom Geschäftskunden GmbH, Bonn, Group Officer for Digital Education and School at Deutsche Telekom AG, Bonn, Chairwoman of the Executive Staff Representation Committee of Deutsche Telekom Geschäftskunden GmbH, Bonn, Deputy Chairwoman of the Group Executive Staff Representation Committee of Deutsche Telekom AG, Bonn
Harald Krüger		Briennerstraße 29, München, Germany 80333		Managing Partner of KC&C GmbH, Gräfelfing
Kerstin Marx		Friedrich-Ebert-Allee 140, Bonn, Germany 53113		Chairwoman of the Group Works Council of Deutsche Telekom AG, Bonn
Dr. Reinhard Ploss		Moosacher Straße 80 Munich, Germany 80809		Chairman of the Supervisory Board of Knorr-Bremse AG, München
Frank Sauerland		Paula-Thiede-Ufer 10, Berlin, Germany 10179		Head of the Collective Bargaining Policy Committee IKT, National Committee A at the ver.di National Executive Board, Berlin

Name		Business Address		Present Principal Occupation
Christoph Schmitz-Dethlefsen (Deputy Chairman)		Paula-Thiede-Ufer 10 Berlin, Germany 10179		Member of the ver.di National Executive Board, Head of Department for Financial Services, Communication and Technology, Culture, Supply and Disposal, Berlin, member of the Supervisory Board of AXA Konzern AG, Cologne
Susanne Schöttke		Hüxstr. 1 Lübeck, Germany 23552		Head of State District North ver.di, Lübeck
Nicole Seelemann-Wandtke		Kronshagener Weg 105, Kiel, Germany 24116		Deputy Chairwoman of the Works Council of the Consumer unit at Telekom Deutschland GmbH, Bonn
Karl-Heinz Streibich		Zimmerweg 15, Frankfurt, Germany 60325		Honorary chairman of acatech senate– Deutsche Akademie der Technikwissenschaften, Berlin, Deputy Chairman of the Supervisory Board of Siemens Healthineers AG, Erlangen, and member of the Supervisory Board of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München, Munich
Margret Suckale		Hochfeldstraße 4b, Tegernsee, Germany 83684		Member of the Supervisory Boards of DWS Group GmbH & Co. KGaA, Frankfurt/Main, Heidelberg Materials AG, Heidelberg, Infineon Technologies AG, Neubiberg
Karin Topel		Querstraße 1, Leipzig, Germany 04103		Chairwoman of the Works Council at Deutsche Telekom Technik GmbH, Bonn, Technical Branch Office, Eastern District
Stefan B. Wintels		Palmengartenstraße 5-9, Frankfurt am Main, Germany 60325		CEO KfW, Frankfurt am Main