Edgar Filing: SPRINT Corp

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 ^*

FISHER RONALD D

2. Issuer Name and Ticker or Trading Symbol
SPRINT Corp [S]

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

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

(Last)

(First)

(Middle)

C/O GALAXY INVESTMENT HOLDINGS, INC., ONE CIRCLE STAR WAY

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2014

(Street)

SAN CARLOS, CA 94070

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

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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

Restricted Stock Units ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

03/17/2014

P⁽¹⁾⁽²⁾

2,846,508

⁽¹⁾⁽²⁾

Common stock

2,846,508

$ 8.77

2,846,508

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FISHER RONALD D C/O GALAXY INVESTMENT HOLDINGS, INC. ONE CIRCLE STAR WAY SAN CARLOS, CA 94070	X			See Remarks

Signatures

/s/ Ronald D. Fisher		03/19/2014
^**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)	On March 17, 2014, Galaxy Investment Holdings, Inc. ("Galaxy"), a U.S. wholly owned subsidiary of SoftBank Corp. ("Parent"), granted to Ronald D. Fisher an award of restricted stock units (the "RSU Award") for 2,846,508 shares (the "Shares") of Sprint Corporation ("Sprint") Common Stock, $0.01 par value per share (the "Sprint Common Stock") owned by Galaxy. Galaxy granted the RSU Award to Mr. Fisher in connection with Mr. Fisher's positions with Galaxy and SoftBank Holdings Inc. ("Holdings") and in consideration of the services that Mr. Fisher provides to the U.S. wholly owned subsidiaries of Parent, including but not limited to Galaxy, Holdings, and SoftBank Inc., and as an incentive to continue such services. Each restricted stock unit represents a contingent right for Mr. Fisher to receive one Share, or, in the sole discretion of Galaxy, a cash payment in lieu of all or a portion thereof. (Continued in Footnote 2)
(2)	Subject to the provisions of the agreement for the RSU Award, the restricted stock units will vest in four equal installments on each November 15 of 2015, 2016, 2017 and 2018. Mr. Fisher is not required to pay consideration to obtain the Shares (or cash, as applicable) upon vesting.
Remarks: Director and Officer of Galaxy Investment Holdings

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