Statement of Changes in Beneficial Ownership (4)
April 02 2020 - 7:28PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Draper Dow |
2. Issuer Name and Ticker or Trading Symbol
SPRINT Corp
[
S
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer |
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(Last)
(First)
(Middle)
6200 SPRINT PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2020 |
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(Street)
OVERLAND PARK, KS 66251
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/31/2020 | | A | | 6403 (1) | A | $0 | 1285279 | D |
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| Common Stock | 4/1/2020 | | D | | 1285279 | D | (2) | 0 | D |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Non-Qualified Stock Option (right to buy) | $8.99 | 4/1/2020 | | D | | | 83644 | (3) | 5/20/2024 | Common Stock | 83644 | (3) | 0 | D |
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| Non-Qualified Stock Option (right to buy) | $8.53 | 4/1/2020 | | D | | | 79121 | (4) | 2/2/2027 | Common Stock | 79121 | (4) | 0 | D |
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| Non-Qualified Stock Option (right to buy) | $8.17 | 4/1/2020 | | D | | | 40089 | (5) | 5/24/2027 | Common Stock | 40089 | (5) | 0 | D |
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| Non-Qualified Stock Option (right to buy) | $5.29 | 4/1/2020 | | D | | | 3013 | (6) | 1/30/2028 | Common Stock | 3013 | (6) | 0 | D |
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| Non-Qualified Stock Option (right to buy) | $4.75 | 4/1/2020 | | D | | | 65279 | (7) | 12/8/2024 | Common Stock | 65279 | (7) | 0 | D |
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| Non-Qualified Stock Option (right to buy) | $4.70 | 4/1/2020 | | D | | | 56075 | (8) | 5/20/2025 | Common Stock | 56075 | (8) | 0 | D |
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| Explanation of Responses: |
| (1) | Pursuant to the terms and conditions of the Issuer's 2017 long-term incentive compensation plan, the Issuer's actual results exceeded the established financial objectives resulting in an earn-out of 111.33% allocated to the three-year performance period. These restricted stock units vest 100% on May 24, 2020. |
| (2) | Disposed of pursuant to merger agreement under which a wholly owned subsidiary of T-Mobile US, Inc. ("T-Mobile") merged with and into Issuer, with Issuer continuing as the surviving corporation and a wholly owned subsidiary of T-Mobile (the "Merger"). Includes (i) 261,676 shares of Issuer common stock exchanged for 26,837 shares of T-Mobile common stock; (ii) 246,280 time-based restricted stock units ("RSUs") that were automatically converted into 25,259 RSUs of T-Mobile, on the same terms and conditions as the existing awards; and (iii) 777,323 performance-based RSUS that were automatically converted into 79,723 RSUs of T-Mobile, on the same terms and conditions as the existing awards (other than performance-based vesting conditions). Shares of T-Mobile common stock had a market value of $85.13 per share on the effective date of the Merger. |
| (3) | This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 8,578 shares of T-Mobile common stock for $87.66 per share. The option was fully vested at the time of the Merger. |
| (4) | This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 8,114 shares of T-Mobile common stock for $83.18 per share. The option was fully vested at the time of the Merger. |
| (5) | This option, which provided for vesting in three equal annual installments beginning May 24, 2018, was assumed by T-Mobile in the Merger and replaced with an option to purchase 4,111 shares of T-Mobile common stock for $79.67 per share. |
| (6) | This option, which provided for vesting in three equal annual installments beginning January 30, 2018, was assumed by T-Mobile in the Merger and replaced with an option to purchase 309 shares of T-Mobile common stock for $51.58 per share. |
| (7) | This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 6,695 shares of T-Mobile common stock for $46.32 per share. The option was fully vested at the time of the Merger. |
| (8) | This option was assumed by T-Mobile in the Merger and replaced with an option to purchase 5,751 shares of T-Mobile common stock for $45.83 per share. The option was fully vested at the time of the Merger. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Draper Dow
6200 SPRINT PARKWAY
OVERLAND PARK, KS 66251 |
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| Chief Commercial Officer |
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Signatures
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| /s/ Katie True-Awtry, Attorney-in-Fact | | 4/2/2020 |
| **Signature of Reporting Person | Date |
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