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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
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STANTON JOHN W |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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P.O. BOX 53508 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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BELLEVUE, WA 98015-3508 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
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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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 12/9/2008 | P | 1000000 | A | $4.4458 | 1000100 | D | |||
| Class A Common Stock | 100 | I | By Son | |||||||
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
| Explanation of Responses: |
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Remarks:
Under a subscription agreement entered into between CW Investment Holdings, LLC, an affiliate of the reporting person, and Clearwire Corporation (the "Subscription Agreement"), CW Investment Holdings, LLC will purchase, for an aggregate amount of $10 million, a number of shares of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock at the same per-share purchase price paid by the investors under the Transaction Agreement and Plan of Merger, by and among the former Clearwire Corporation, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation, dated May 7, 2008 (the "Transaction Agreement"), as such price is adjusted under the Transaction Agreement. The closing of the subscription will occur on the first business day following the adjustment date described in the Transaction Agreement or as soon thereafter as reasonably practicable and mutually agreed on. |
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Reporting Owners
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| Reporting Owner Name / Address |
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| Director | 10% Owner | Officer | Other | ||
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STANTON JOHN W
P.O. BOX 53508 BELLEVUE, WA 98015-3508 |
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Signatures
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| /s/ John W. Stanton | 12/10/2008 | |
| ** Signature of Reporting Person |
Date
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| 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 control number. | |