| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clearwire Corp /DE [ CLWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock(1) | 11/28/2008 | A | 10,000 | A | $0(3) | 10,000 | D | |||
| Class A Common Stock(2) | 11/28/2008 | A | 70,000 | A | $0(3) | 80,000 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $6 | 11/28/2008 | A | 16,666 | (4) | 11/17/2014 | Class A Common Stock | 16,666 | (4) | 16,666 | D | ||||
| Stock Option (right to buy) | $6 | 11/28/2008 | A | 6,666 | (4) | 12/29/2014 | Class A Common Stock | 6,666 | (4) | 6,666 | D | ||||
| Stock Option (right to buy) | $15 | 11/28/2008 | A | 41,666 | (4) | 01/26/2016 | Class A Common Stock | 41,666 | (4) | 41,666 | D | ||||
| Stock Option (right to buy) | $18 | 11/28/2008 | A | 33,333 | (4) | 08/30/2016 | Class A Common Stock | 33,333 | (4) | 33,333 | D | ||||
| Stock Option (right to buy) | $18 | 11/28/2008 | A | 33,333 | (4) | 09/15/2016 | Class A Common Stock | 33,333 | (4) | 33,333 | D | ||||
| Stock Option (right to buy) | $25 | 11/28/2008 | A | 50,000 | (4) | 03/01/2017 | Class A Common Stock | 50,000 | (4) | 50,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $23.3 | 11/28/2008 | A | 25,000 | (4) | 09/14/2007 | Class A Common Stock | 25,000 | (4) | 25,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $17.11 | 11/28/2008 | A | 50,000 | (4) | 02/15/2015 | Class A Common Stock | 50,000 | (4) | 50,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $11.03 | 11/28/2008 | A | 20,000 | (5) | 09/19/2015 | Class A Common Stock | 20,000 | (5) | 20,000 | D | ||||
| Explanation of Responses: |
| 1. Upon the merger of Clearwire Corporation into Clearwire Sub LLC on November 28, 2008, as described in Clearwire Corporation's Registration Statement on Form S-4 filed with the Commission on October 9, 2008 (the "Merger"), these restricted stock units fully vested. |
| 2. Restricted Stock Units which vest in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances). |
| 3. Upon the Merger, the reporting person received consideration other than cash in the form of one share of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock for each share of Clearwire Corporation Class A Common Stock. On the effective date of the Merger, the closing price of Clearwire Corporation Class A Common Stock was $6.62 per share, and the opening price of New Clearwire Corporation Class A Common Stock on the first trading day after the Merger was $7.00 per share. |
| 4. This option to receive New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock is fully vested, and was converted from an identical number of stock options, with like characteristics, of the former Clearwire Corporation pursuant to the Transaction Agreement and Plan of Merger, by and among the former Clearwire Corporation, Sprint Nextel Corporation and the other parties thereto dated May 7, 2008 (the "Transaction Agreement"). |
| 5. This option to receive New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock vests in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances), and was converted from an identical number of stock options, with like characteristics, of the former Clearwire Corporation pursuant to the Transaction Agreement. |
| By: /s/ Frederick L. Williams, Jr. For: Broady R. Hodder | 12/02/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||