Edgar Filing: BARNES W MICHAEL

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 ^*

BARNES W MICHAEL

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

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

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

(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								24,272 ⁽¹⁾ ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 6.21 ⁽³⁾

⁽⁴⁾

12/30/2015

Common Stock

1,518 ⁽³⁾ ⁽⁴⁾

1,518

Stock Option (right to buy)

$ 24.31 ⁽³⁾

⁽⁴⁾

03/07/2018

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 20.77 ⁽³⁾

⁽⁴⁾

03/04/2019

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 5.37 ⁽³⁾

⁽⁴⁾

03/11/2020

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 20.71 ⁽³⁾

⁽⁴⁾

02/28/2021

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 11.01 ⁽³⁾

⁽⁴⁾

02/07/2022

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 11.49 ⁽³⁾

⁽⁴⁾

02/05/2023

Common Stock

8,400 ⁽³⁾ ⁽⁴⁾

8,400

Stock Option (right to buy)

$ 2.85 ⁽³⁾

⁽⁴⁾

12/14/2014

Common Stock

11,400 ⁽³⁾ ⁽⁴⁾

11,400

Stock Option (right to buy)

$ 6.21 ⁽³⁾

⁽⁴⁾

03/14/2016

Common Stock

22,500 ⁽³⁾ ⁽⁴⁾

22,500

Stock Option (right to buy)

$ 14.57 ⁽³⁾

⁽⁴⁾

01/26/2017

Common Stock

22,500 ⁽³⁾ ⁽⁴⁾

22,500

Stock Option (right to buy)

$ 6.17 ⁽³⁾

⁽⁴⁾

08/03/2015

Common Stock

25,825 ⁽³⁾ ⁽⁴⁾

25,825

Stock Option (right to buy)

$ 2.88 ⁽³⁾

⁽⁴⁾

05/19/2014

Common Stock

37,500 ⁽³⁾ ⁽⁴⁾

37,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARNES W MICHAEL C/O T-MOBILE US, INC. 12920 SE 38TH STREET BELLEVUE, WA 98006	X

Signatures

/s/ Catherine Noyes, as Attorney in Fact for W. Michael Barnes		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, including 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.
(2)	The vesting of the reporting person's 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.
(3)	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.
(4)	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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