| 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) 07/05/2013 | ||||||||||||||||||||||||||
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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, par value $0.0001 | 07/05/2013 | 07/05/2013 | C | 57,500,000 | A | (1) | 57,500,000 | D | ||
| Class A Common Stock, par value $0.0001 | 07/05/2013 | 07/05/2013 | C | 57,500,000 | A | (1) | 57,500,000 | I | See footnote(2) | |
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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 | ||||||||
| See footnote(3) | (4) | 07/05/2013 | 07/05/2013 | C | 57,500,000 | (4) | (4) | See footnote(5) | 57,500,000 | (6) | 647,859,348 | D | |||
| See footnote(3) | (4) | 07/05/2013 | 07/05/2013 | C | 57,500,000 | (4) | (4) | See footnote(5) | 57,500,000 | (6) | 647,859,348 | I | See footnote(2) | ||
| See footnote(7) | (4) | 07/05/2013 | 07/05/2013 | C | 57,500,000 | (4) | (4) | See footnote(5) | 57,500,000 | (6) | 647,859,348 | D | |||
| See footnote(7) | (4) | 07/05/2013 | 07/05/2013 | C | 57,500,000 | (4) | (4) | See footnote(5) | 57,500,000 | (6) | 647,859,348 | I | See footnote(2) | ||
| Explanation of Responses: |
| 1. On July 5, 2013, 57,500,000 shares of Class B Common Stock of Clearwire Corporation (the "Issuer"), together with a corresponding number of Class B Common Units of Clearwire Communications LLC ("Clearwire Communications"), were exchanged for 57,500,000 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. |
| 2. Sprint Nextel Corporation ("Sprint Nextel") is included in this filing because of its interest in Sprint HoldCo. In addition, as a result of its interest in SN UHC 1, Inc., Sprint Nextel also indirectly beneficially owns 30,922,958 shares of Class A Common Stock of the Issuer and 2,728,572 shares of Class B Common Stock of the Issuer, together with a corresponding number of Class B Common Units of Clearwire Communications. |
| 3. Class B Common Stock, par value $0.0001 per share of the Issuer. |
| 4. Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications, is exchangeable at any time, subject to certain exceptions, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer and has no expiration date. There is no exercise price payable in connection with the exchanges. |
| 5. Class A Common Stock, par value $0.0001 of the Issuer. |
| 6. Exchange made pursuant to the terms of the Restated Certificate of Incorportion of the Issuer and Amended and Restated Operating Agreement of Clearwire Communications, which permit the exchange of a share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications, into a share of Class A Common Stock of the Issuer, as more fully described in footnote (4) above. |
| 7. Class B Common Units of Clearwire Communications. |
| /s/ Timothy O' Grady Attorney-in-Fact | 07/09/2013 | |
| ** 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. | ||