3//SEC Filing
CLEARWIRE CORP 3
Accession 0001181431-08-032641
CIK 0001285551operating
Filed
May 18, 8:00 PM ET
Accepted
May 19, 6:06 PM ET
Size
8.2 KB
Accession
0001181431-08-032641
Insider Transaction Report
Form 3
CLEARWIRE CORPCLWR
Google Inc.
10% Owner
Holdings
- (indirect: See Footnotes)
Class B Common Stock, par value $0.0001 per share
→ Class A Common Stock (0 underlying) - 0(indirect: See Footnotes)
Class A Common Stock, par value $0.0001 per share
Footnotes (5)
- [F1]Google Inc. ("Google") is filing this Form 3 solely because Google 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 72,589,624 shares of Class A Common Stock (the "Shares") of Clearwire Corporation ("Clearwire") (including shares of Class A Common Stock of Clearwire that are issuable upon conversion of shares of Class B Common Stock of Clearwire) that are subject to either (i) the voting agreement dated May 7, 2008, among Clearwire, Google, Time Warner Cable Inc. ("TWC"), Bright House Networks, LLC ("BHN"), Sprint Nextel Corporation ("Sprint"), Comcast Corporation ("Comcast"), Intel Corporation ("Intel Parent") and Eagle River Holdings, LLC 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").
- [F2]The Voting Agreements were 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, Sprint and Google on the date hereof. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Google 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. Google does not have any "pecuniary interest" in the Shares.
- [F3]These convertible securities are immediately exercisable.
- [F4]There is no expiration date for these convertible securities.
- [F5]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, 6:06 PM ET
- Size
- 8.2 KB