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) 11/13/2009 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp | (3) | 11/13/2009 | J(4) | 9,498,606(1)(2)(4)(5) | (3) | (3) | Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp | 9,498,606(1)(2)(4)(5) | (4) | 41,851,547(1)(2)(4)(5) | I | See footnotes(1)(2)(5) | |||
Class B Common Units of Clearwire Communications, LLC | (3) | 11/13/2009 | J(4) | 9,498,606(1)(2)(4)(5) | (3) | (3) | Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp | 9,498,606(1)(2)(4)(5) | (4) | 41,851,547(1)(2)(4)(5) | I | See footnotes(1)(2)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Certain indirect wholly owned subsidiaries of Time Warner Cable Inc. ("TWC") have entered into an Equityholders' Agreement dated as of November 28, 2008 (the "Equityholders' Agreement") with Clearwire Corporation (the "Issuer") and the other parties thereto (collectively, the "Unaffiliated Stockholders"). |
2. By virtue of the Equityholders' Agreement, TWC and the Unaffiliated Stockholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. The number of securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by TWC as reported herein does not include the holdings of any Unaffiliated Stockholders. TWC does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders. |
3. Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire LLC (a "Class B Common Unit"), is exchangeable at any time for one fully paid and nonassessable share of Class A Common Stock of the Issuer, subject to certain limited exceptions, without an expiration date. There is no exercise price payable in connection with exchanges. |
4. On November 9, 2009, TWC entered into an Investment Agreement (the "Investment Agreement") with the Issuer, Clearwire LLC, Sprint Nextel Corporation, Comcast Corporation, Eagle River Holdings, LLC, Bright House Networks, LLC and Intel Corporation pursuant to which TWC or the TWC Wireless Subsidiaries (as defined below) will invest a total of approximately $103 million in Clearwire LLC in exchange for shares of Class B Common Stock and Class B Common Units over a series of three closings, the first of which occurred on November 13, 2009. TWC received the shares of Class B Common Stock and Class B Common Units reported in Table II on November 13, 2009 pursuant to the first closing under the Investment Agreement in exchange for a $69,624,781.98 investment in Clearwire LLC and based upon a purchase price of $7.33 per share. |
5. The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by TWC through indirect wholly owned subsidiaries. TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC (collectively, the "TWC Wireless Subsidiaries") own 13,950,516, 13,950,516, and 13,950,515 shares of Class B Common Stock and Class B Common Units, respectively. Time Warner Cable LLC is the sole member of each of the TWC Wireless Subsidiaries. TWC is the sole member of Time Warner Cable LLC. |
TIME WARNER CABLE INC.By: /s/ David Christman, Senior Vice President and Deputy General Counsel | 11/17/2009 | |
TIME WARNER CABLE LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel | 11/17/2009 | |
TWC WIRELESS HOLDINGS I LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel | 11/17/2009 | |
TWC WIRELESS HOLDINGS II LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel | 11/17/2009 | |
TWC WIRELESS HOLDINGS III LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel | 11/17/2009 | |
** 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. |