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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Draper Dow 2. Issuer Name and Ticker or Trading Symbol SPRINT Corp [ S ] 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
(Last)         (First)         (Middle)
6200 SPRINT PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
3/31/2020
(Street)
OVERLAND PARK, KS 66251
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  3/31/2020    A    6403 (1) A $0  1285279  D 
 
Common Stock  4/1/2020    D    1285279  D  (2) 0  D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 
 
Non-Qualified Stock Option (right to buy)  $8.53  4/1/2020    D        79121    (4) 2/2/2027  Common Stock  79121   (4) 0  D 
 
Non-Qualified Stock Option (right to buy)  $8.17  4/1/2020    D        40089    (5) 5/24/2027  Common Stock  40089   (5) 0  D 
 
Non-Qualified Stock Option (right to buy)  $5.29  4/1/2020    D        3013    (6) 1/30/2028  Common Stock  3013   (6) 0  D 
 
Non-Qualified Stock Option (right to buy)  $4.75  4/1/2020    D        65279    (7) 12/8/2024  Common Stock  65279   (7) 0  D 
 
Non-Qualified Stock Option (right to buy)  $4.70  4/1/2020    D        56075    (8) 5/20/2025  Common Stock  56075   (8) 0  D 
 

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
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Draper Dow
6200 SPRINT PARKWAY
OVERLAND PARK, KS 66251


Chief Commercial Officer

Signatures
/s/ Katie True-Awtry, Attorney-in-Fact 4/2/2020
**Signature of Reporting Person Date
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