3//SEC Filing
CLEARWIRE CORP 3
Accession 0000950142-08-001040
CIK 0001285551operating
Filed
May 18, 8:00 PM ET
Accepted
May 19, 6:13 PM ET
Size
8.2 KB
Accession
0000950142-08-001040
Insider Transaction Report
Form 3
CLEARWIRE CORPCLWR
TIME WARNER CABLE INC.
10% Owner
Holdings
- 0(indirect: See footnotes)
Class A Common Stock, par value $0.0001 per share
- (indirect: See footnotes)
Class B Common Stock, par value $0.0001 per share
→ Class A Common Stock (0 underlying)
Footnotes (4)
- [F1]Time Warner Cable Inc. ("TWC") is filing this Form 3 solely because TWC may be deemed to have beneficial ownership pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 43,992,939 shares of Class A Common Stock of Clearwire Corporation ("Clearwire") and 28,596,685 shares of Class B Common Stock of Clearwire (collectively, the "Shares") that are subject to either (i) the voting agreement dated May 7, 2008 among Clearwire, Comcast Corporation ("Comcast") , TWC, Bright House Networks, LLC ("BHN"), Sprint Nextel Corporation ("Sprint"), Google Inc. ("Google"), Intel Corporation ("Intel Parent") and Eagle River Holdings, LLC
- [F2]or (ii) the voting agreement dated May 7, 2008 among Clearwire, Comcast, TWC, BHN, Sprint, Google, Intel Parent, Intel Capital Corporation and Intel Capital (Cayman) Corporation (collectively, the "Voting Agreements"), in each case, entered into in connection with the Transaction Agreement and Plan of Merger dated as of May 7, 2008 (the "Transaction Agreement") among Clearwire, Comcast, TWC, BHN, Sprint, Google and Intel Parent. For additional information regarding the Voting Agreements and the Transaction Agreement, see the Statement on Schedule 13D filed by Comcast, TWC, BHN, Newhouse Broadcasting Corporation, Sprint and Google on the date hereof.
- [F3]Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by TWC that it is the beneficial owner of the Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. TWC does not have any "pecuniary interest" in the Shares.
- [F4]Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock and has no expiration date.
Documents
Issuer
CLEARWIRE CORP
CIK 0001285551
Entity typeoperating
Related Parties
1- filerCIK 0001285551
Filing Metadata
- Form type
- 3
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 6:13 PM ET
- Size
- 8.2 KB