4//SEC Filing
CLEARWIRE CORP 4
Accession 0000950142-09-000337
CIK 0001285551operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 2:59 PM ET
Size
20.3 KB
Accession
0000950142-09-000337
Insider Transaction Report
Form 4
CLEARWIRE CORPCLWR
TIME WARNER CABLE INC.
10% Owner
Transactions
- Other
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying) - Other
Class B Common Units of Clearwire Communications, LLC
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying)
TWC WIRELESS HOLDINGS I LLC
10% Owner
Transactions
- Other
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying) - Other
Class B Common Units of Clearwire Communications, LLC
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying)
TWC WIRELESS HOLDINGS II LLC
10% Owner
Transactions
- Other
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying) - Other
Class B Common Units of Clearwire Communications, LLC
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying)
TWC WIRELESS HOLDINGS III LLC
10% Owner
Transactions
- Other
Class B Common Units of Clearwire Communications, LLC
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying) - Other
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying)
TIME WARNER CABLE LLC
10% Owner
Transactions
- Other
Class B Common Units of Clearwire Communications, LLC
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying) - Other
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp
2009-02-26+4,852,941→ 32,352,941 total(indirect: See footnotes)→ Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp (4,852,941 underlying)
Footnotes (6)
- [F1]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").
- [F2]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.
- [F3]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 into one fully paid and nonassessable share of Class A Common Stock of the Issuer, subject to certain limited exceptions, on a date that is at least 181 days after the closing (the "Closing") of the transactions contemplated by the Transaction Agreement and Plan of Merger dated as of May 7, 2008 among TWC and the other parties thereto (the "Transaction Agreement"), without an expiration date. The Closing occurred on November 28, 2008.
- [F4]TWC received 27,500,000 shares of Class B Common Stock and 27,500,000 Class B Common Units at the Closing pursuant to the Transaction Agreement in exchange for a $550 million investment in Clearwire LLC based on an initial purchase price of $20.00 per share and unit. The number of shares of Class B Common Stock and Class B Common Units that TWC received at the Closing was adjusted on February 26, 2009 (the "Adjustment Date") in accordance with the post-closing adjustment mechanism specified in the Transaction Agreement. The post-closing adjustment was effected based on the "floor price" of $17.00 per share and unit since the volume average weighted share price of the Class A Common Stock on the Nasdaq Global Select Market over 15 randomly selected trading days during the 30-trading day period ending on and including the trading day prior to the Adjustment Date was less than $17.00 per share. [cont'd in FN 5]
- [F5][Cont'd from FN 4] As a result of such post-closing adjustment, on the Adjustment Date, TWC received an additional 4,852,941 shares of Class B Common Stock and 4,852,941 Class B Common Units, representing the additional shares and units that TWC would have received at the Closing if a purchase price of $17.00 (instead of $20.00) per share and unit were used to calculate the number of shares and units receivable by TWC at the Closing.
- [F6]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, TWC Wireless Holdings II and TWC Wireless Holdings III (collectively, the "TWC Wireless Subsidiaries") own 10,784,314, 10,784,314, and 10,784,313 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.
Documents
Issuer
CLEARWIRE CORP
CIK 0001285551
Entity typeoperating
Related Parties
1- filerCIK 0001285551
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 2:59 PM ET
- Size
- 20.3 KB