Edgar Filing: Keys Thomas Christopher

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Keys Thomas Christopher

2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [TMUS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and COO

(Last)

(First)

(Middle)

C/O T-MOBILE US, INC., 12920 SE 38TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013

(Street)

BELLEVUE, WA 98006

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	04/30/2013		F		58,730 ⁽¹⁾ ⁽²⁾	D	$ 15.58	173,783 ⁽³⁾	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 4.65 ⁽⁴⁾

⁽⁵⁾

03/04/2020

Common Stock

39,844 ⁽⁴⁾ ⁽⁵⁾

39,844

Stock Option (right to buy)

$ 37.91 ⁽⁴⁾

⁽⁵⁾

04/18/2017

Common Stock

88,875 ⁽⁴⁾ ⁽⁵⁾

88,875

Stock Option (right to buy)

$ 11.01 ⁽⁴⁾

⁽⁵⁾

02/07/2022

Common Stock

81,458 ⁽⁴⁾ ⁽⁵⁾

81,458

Stock Option (right to buy)

$ 11.49 ⁽⁴⁾

⁽⁵⁾

02/05/2023

Common Stock

100,000 ⁽⁴⁾ ⁽⁵⁾

100,000

Stock Option (right to buy)

$ 20.71 ⁽⁴⁾

⁽⁵⁾

02/28/2021

Common Stock

115,000 ⁽⁴⁾ ⁽⁵⁾

115,000

Stock Option (right to buy)

$ 20.77 ⁽⁴⁾

⁽⁵⁾

03/04/2019

Common Stock

147,500 ⁽⁴⁾ ⁽⁵⁾

147,500

Stock Option (right to buy)

$ 55.43 ⁽⁴⁾

⁽⁵⁾

08/08/2017

Common Stock

200,000 ⁽⁴⁾ ⁽⁵⁾

200,000

Stock Option (right to buy)

$ 24.31 ⁽⁴⁾

⁽⁵⁾

03/07/2018

Common Stock

282,560 ⁽⁴⁾ ⁽⁵⁾

282,560

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Keys Thomas Christopher C/O T-MOBILE US, INC. 12920 SE 38TH STREET BELLEVUE, WA 98006			President and COO

Signatures

/s/ Catherine Noyes, as Attorney in Fact for Thomas C. Keys		05/02/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The number of shares subject to the reporting person's restricted stock awards has been adjusted to reflect the reverse stock split implemented pursuant to the Business Combination Agreement, dated as of October 3, 2012 and amended as of April 14, 2013 (the "Agreement"), by and among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile USA, Inc. and MetroPCS Communications, Inc. The vesting of these restricted stock awards was accelerated in connection with the closing of the transactions contemplated by the Agreement, pursuant to the terms of an equity plan of MetroPCS Communications, Inc. (the "Plan"). Under the terms of the Agreement, the reporting person also received a cash payment of $4.0491 per share on a pre-reverse stock split basis with respect to vested shares held pursuant to the awards.
(2)	Shares withheld to satisfy the minimum statutory tax withholding requirements on the vesting of restricted stock.
(3)	The number of shares has been adjusted to reflect the reverse stock split implemented pursuant to the Agreement.
(4)	The exercise price of and number of shares subject to this stock option have been adjusted to reflect the reverse stock split implemented and cash payments made pursuant to the Agreement.
(5)	To the extent not already vested as of April 30, 2013, the vesting of this stock option was accelerated in connection with the closing of the transactions contemplated by the Agreement, pursuant to the terms of the Plan.

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