Edgar Filing: Clearwire Corp /DE

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 ^*

INTEL CORP

2. Issuer Name and Ticker or Trading Symbol
Clearwire Corp /DE [CLWR]

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

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

(Last)

(First)

(Middle)

2200 MISSION COLLEGE BLVD, RNB-4-151

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2009

(Street)

SANTA CLARA, CA 95054

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

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

Class B Common Stock, par value $0.0001 per share

⁽⁴⁾

11/09/2009

6,821,282 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

Class A Common Stock

6,821,282 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

65,644,812 ⁽¹⁾ ⁽²⁾ ⁽³⁾

see footnote ⁽⁵⁾

Class B Common Interests of Clearwire Communications LLC

⁽⁴⁾

11/09/2009

6,821,282 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

Class A Common Stock

6,821,282 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

65,644,812 ⁽¹⁾ ⁽²⁾ ⁽³⁾

see footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
INTEL CORP 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA, CA 95054	X	X

Signatures

/s/ Cary I. Klafter, Secretary		11/11/2009
^**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 November 9, 2009, Intel Corporation entered into an Investment Agreement with Clearwire Corporation (the "Issuer"), Clearwire Communications LLC , a subsidiary of the Issuer ("Clearwire Communications"), Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Eagle River Holdings, LLC, and Bright House Networks, LLC pursuant to which Intel Corporation or its affiliates will invest in Clearwire Communications a total of approximately $50 million in exchange for voting equity interests in Clearwire Communications (the "Clearwire Communications Voting Interests"), and Class B non-voting common interests in Clearwire Communications (the "Clearwire Communications Class B Common Interests"). Continued on footnote (2).
(2)	Immediately following the receipt by Intel Corporation or its affiliates of Clearwire Communications Voting Interests and Clearwire Communications Class B Common Interests, it will contribute to Clearwire its Clearwire Communications Voting Interests in exchange for an equal number of shares of Class B common stock, par value $0.0001 per share, of Clearwire ("Class B Common Stock"). The investment will occur in three closings with the First Investment Closing for 4,610,974 shares of Class B Common Stock and 4,610,974 Clearwire Communications Class B Common Interests occurring on the first business day following satisfaction of the relevant customary closing conditions, provided that this closing will not occur prior to November 13, 2009. Continued on footnote (3).
(3)	The Second Investment Closing for 1,920,316 shares of Class B Common Stock and 1,920,316 Clearwire Communications Class B Common Interests will occur 20 calendar days after the mailing of an Information Statement on Schedule 14C to Clearwire Corporation's stockholders and certain other customary closing conditions. The Third Investment Closing for 289,992 shares of Class B Common Stock and 289,992 Clearwire Communications Class B Common Interests is expected to occur in the first fiscal quarter of 2010. Certain conditions to each of the closings under the Investment Agreement may be waived by the Investors.
(4)	Each share of Class B Common Stock, together with one Clearwire Communications Class B Common Interest, is exchangeable at any time, subject to certain limited 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.
(5)	The securities reported in Table II of this report are or will be owned indirectly by Intel Corporation through certain wholly owned subsidiaries. Following the closing of the transactions described in footnotes (1)-(3), the securities will be held as follows: 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008A; 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008B; and 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008C.

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