Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
|
T-Mobile US, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
872590104 (CUSIP Number) |
Kenneth A. Siegel, Esq. Shin-Marunouchi Building, 29th Floor, 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, M0, 100-6529 81-3-3214-6522 John Horsfield-Bradbury, Esq. 1 New Fetter Lane, London, X0, EC4A 1AN 44 20 7959 8491 Robert G. DeLaMater, Esq. 125 Broad Street, New York, NY, 10004 1-212-558-4788 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/17/2025 (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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
SoftBank Group Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
Delaware Project 4 L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,566,400.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on the number of shares of Common Stock outstanding on April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 24, 2025. (The terms used above are defined in the Explanatory Note of the Schedule 13D).
SCHEDULE 13D
|
| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
Delaware Project 6 L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,043,108.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on the number of shares of Common Stock outstanding on April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 24, 2025. (The terms used above are defined in the Explanatory Note of this Schedule 13D).
SCHEDULE 13D
|
| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
Delaware Project 9 L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,251,557.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.40 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on the number of shares of Common Stock outstanding on April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 24, 2025. (The terms used above are defined in the Explanatory Note of this Schedule 13D).
SCHEDULE 13D
|
| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
SoftBank Group Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
63,861,065.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.62 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
(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. (3) Based on the number of shares of Common Stock outstanding on April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 24, 2025. (The terms used above are defined in the Explanatory Note of this Schedule 13D).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
T-Mobile US, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
12920 SE 38TH STREET, BELLEVUE,
WASHINGTON
, 98006. | |
Item 1 Comment:
EXPLANATORY NOTE This Amendment No. 17 (this "Schedule 13D Amendment") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on April 2, 2020, 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, Amendment No. 14 to the Schedule 13D filed with the Commission on December 26, 2023, Amendment No. 15 to the Schedule 13D filed with the Commission on June 11, 2024 and Amendment No. 16 to the Schedule 13D filed with the Commission on July 2, 2024 (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 Limited, 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 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby supplemented by stating that Appendix A-1, Appendix A-2, Appendix A-3, Appendix A-4 and Appendix A-5 are incorporated herein by reference. Appendix A-2, Appendix A-3, Appendix A-4 and Appendix A-5 each have been amended to reflect a change in directors (or managers, as applicable) of SBGC, Project 6 LLC, Project 4 LLC and Project 9 LLC and Appendix A-1 includes the board of directors and executive officers of SoftBank. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person on Appendix A-1, Appendix A-2, Appendix A-3, Appendix A-4 or Appendix A-5 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to include the following: On June 17, 2025, Project 9 LLC sold an aggregate of 21,500,000 shares of Common Stock in an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $4.8 billion (the "Block Sale"), representing approximately 1.89% of the shares of Common Stock outstanding as of April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 24, 2025. The Block Sale was undertaken as part of the Reporting Persons' normal course evaluation of their investment. Although the Reporting Persons do not have any specific plan or proposal to effect further sales of shares of Common Stock at the time of this filing, the Reporting Persons intend to monitor and evaluate their investment on an ongoing basis. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended to include the following: The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. | |
| (b) | The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. | |
| (c) | The information contained in Item 4 of this Schedule 13D is herein incorporated by reference. Other than as set forth in this Schedule 13D Amendment, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person on Appendix A-1, Appendix A-2, Appendix A-3, Appendix A-4 or Appendix A-5, has engaged in any transaction in any shares of Common Stock during the past 60 days. | |
| 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.
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