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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOFTBANK CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO, M0 105-7303 |
X | |||
Starburst I, Inc. ONE CIRCLE STAR WAY SAN CARLOS, CA 94070 |
X | |||
Galaxy Investment Holdings, Inc. ONE CIRCLE STAR WAY SAN CARLOS, CA 94070 |
X |
/s/ Joshua O. Lubov, Attorney-in-Fact | 09/12/2013 | |
**Signature of Reporting Person | Date |
* | 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) | Purchases made pursuant to a written plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in compliance with Rule 10b-18 of the Exchange Act. |
(2) | These securities are owned indirectly by SoftBank through Galaxy Investment Holdings, Inc. ("Galaxy"), which is a wholly-owned subsidiary of SoftBank. As a result, SoftBank may be deemed to beneficially own such shares held directly by Galaxy. |
(3) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.27 to $6.42, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide Sprint Corporation (formerly known as "Starburst II, Inc." and referred to herein as "New Sprint"), any stockholder of New Sprint, or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
(4) | Such figure reflects (i) New Sprint Common Stock, par value $0.01 per share (the "New Sprint Common Stock"), obtained through a reclassification exempt under Rule 16b-7 under the Exchange Act, in which New Sprint Class B Common Stock, par value $0.01 per share, held by Starburst I, Inc., ("Starburst I"), was reclassified into 3,076,525,523 shares of New Sprint Common Stock (the "Starburst I Shares") and (ii) purchases of New Sprint Common Stock made by Galaxy. (Continued in Footnote 5) |
(5) | Starburst I is a wholly-owned subsidiary of SoftBank, and as a result, SoftBank may be deemed to beneficially own the Starburst I Shares. |
(6) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.34 to $6.53, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide New Sprint, any stockholder of New Sprint, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
(7) | The aggregate number of shares of New Sprint Common Stock held by Galaxy is 66,666,000 shares (the "Galaxy Shares"). Starburst I expressly disclaims beneficial ownership with respect to the Galaxy Shares. Galaxy expressly disclaims beneficial ownership with respect to the Starburst I Shares. |