TMUS T Mobile US Inc

*Consists of the sum of (i) 583,957,610 shares of Common Stock held by DT Holding, (ii) 60,924,954 shares of Common Stock held by Project 6 and subject to the Proxy and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy. This sum does not include the 20,000,000 shares of Common Stock subject to the Forward Contract.

**Consists of 583,957,610 shares of Common Stock held by DT Holding.

***Consists of the sum of (i) 583,957,610 shares of Common Stock held by DT Holding, (ii) 60,924,954 shares of Common Stock held by Project 6 and subject to the Proxy (of which 56,124,954 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy. This sum does not include the 20,000,000 shares of Common Stock subject to the Forward Contract.

****Based on the number of shares of Common Stock outstanding as of July 28, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on August 3, 2021.

Deutsche Telekom disclaims beneficial ownership in any Common Stock held by SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., and the Claure Parties if such Common Stock is not subject to the Proxy or the Claure Proxy.

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SCHEDULE 13D/A

Explanatory Note

This Amendment No. 17 (this “Amendment No. 17”) 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. 17 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 SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., and the Claure Parties if such Common Stock is not subject to the Proxy or the Claure Proxy.

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.

This Item 4 is hereby amended and supplemented as follows:

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

This Item 6 is hereby amended and supplemented as follows:

On September 6, 2021, Deutsche Telekom entered into the 2021 Master Framework Agreement (which is filed as Exhibit 58 hereto) (the “2021 Master Framework Agreement”), by and among Deutsche Telekom, SoftBank and Project 6.

On September 23, 2021 (the “Exercise Date”), pursuant to the terms of the 2021 Master Framework Agreement, Deutsche Telekom exercised its right to acquire 19,017,795 shares of Common Stock from Project 6 pursuant to the SB-DT Call Option, dated June 22, 2020 (which is filed as Exhibit 51 hereto) (the exercised portion thereof, the “Exercised Floating Options”) and its right to acquire 26,348,874 shares of Common Stock from Project 6 pursuant to the Replacement SB-Newco Call Option, dated October 6, 2020 (which is filed as Exhibit 57 hereto) (the exercised portion thereof, the “Exercised Fixed Options”).

Pursuant to the Call Option Support Agreement, dated June 22, 2020 (which is filed as Exhibit 54 hereto), Deutsche Telekom elected to settle the exercise price with respect to the Exercised Floating Options and the Exercised Fixed Options in the form of an aggregate of 225,000,000 no par value registered shares of Deutsche Telekom (the “New DT Shares”).  Per the terms of the Replacement SB-Newco Call Option, the per share exercise price of the Exercised Fixed Options is $101.455. In accordance with the terms of the Call Option Support Agreement, the aggregate exercise price for the Exercised Fixed Options was settled in the form of 133,672,515 New DT Shares.

Per the terms of the 2021 Master Framework Agreement and in accordance with the terms of the Call Option Support Agreement, the per share exercise price of the Exercised Floating Options was set on the Exercise Date at 4.80 New DT Shares and the aggregate exercise price for the Exercised Floating Options was settled in the form of 91,327,485 New DT Shares.

Amendment to GS-DT Forward Confirmation

On May 21, 2021, Deutsche Telekom entered into a forward purchase contract (the “Forward Contract”) with an unaffiliated counterparty covering 20,000,000 shares of Common Stock.

On September 23, 2021, DT and the counterparty entered into an amendment to the Forward Contract to modify certain of the settlement provisions to align with the settlement provisions of the Floating Options as described in the 2021 Master Framework Agreement.

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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.

Dated: September 28, 2021

SCHEDULE B