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 ^*

SOFTBANK CORP

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

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

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

(Last)

(First)

(Middle)

1-9-1, HIGASHI-SHIMBASHI

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2013

(Street)

MINATO-KU TOKYO, M0 105-7303

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2013		P		1,624,164	A	$ 7.01 ⁽¹⁾	3,115,689,083	I	See Footnote ⁽²⁾
Common Stock	08/15/2013		P		2,619,257	A	$ 6.96 ⁽³⁾	3,118,308,340	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

/s/ Joshua O. Lubov, Attorney-in-Fact		08/16/2013
^**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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.97 to $7.10, 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.
(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 $6.94 to $7.01, 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.
(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 Securities Exchange Act of 1934, as amended (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 in compliance with Rule 10b-18 under the Exchange Act. (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. The aggregate number of shares of New Sprint Common Stock held by Galaxy is 41,782,817 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.

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