3//SEC Filing
CLEARWIRE CORP 3
Accession 0001209191-08-064541
CIK 0001285551operating
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 3:25 PM ET
Size
13.7 KB
Accession
0001209191-08-064541
Insider Transaction Report
Form 3
CLEARWIRE CORPCLWR
ADVANCE/NEWHOUSE PARTNERSHIP
10% Owner
Holdings
- (indirect: See footnotes)
Class B Common Stock p/v $0.0001 per share of Clearwire Corp
→ Class A Common Stock (5,000,000 underlying) - 0(indirect: See footnotes)
Class A Common Stock p/v $0.0001 per share of Clearwire Corp
- (indirect: See footnotes)
Class B Common Units of Clearwire Communications, LLC
→ Class A Common Stock (5,000,000 underlying)
NEWHOUSE BROADCASTING CORP
10% Owner
Holdings
- (indirect: See footnotes)
Class B Common Units of Clearwire Communications, LLC
→ Class A Common Stock (5,000,000 underlying) - 0(indirect: See footnotes)
Class A Common Stock p/v $0.0001 per share of Clearwire Corp
- (indirect: See footnotes)
Class B Common Stock p/v $0.0001 per share of Clearwire Corp
→ Class A Common Stock (5,000,000 underlying)
BRIGHT HOUSE NETWORKS, LLC
10% Owner
Holdings
- 0(indirect: See footnotes)
Class A Common Stock p/v $0.0001 per share of Clearwire Corp
- (indirect: See footnotes)
Class B Common Stock p/v $0.0001 per share of Clearwire Corp
→ Class A Common Stock (5,000,000 underlying) - (indirect: See footnotes)
Class B Common Units of Clearwire Communications, LLC
→ Class A Common Stock (5,000,000 underlying)
Footnotes (6)
- [F1]A subsidiary of Bright House Networks, LLC ("BHN") has 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"). Advance/Newhouse Partnership ("ANP") is the majority equity owner and manager of BHN, and Newhouse Broadcasting Corporation ("NBCo") is the indirect majority owner of ANP.
- [F2]By virtue of the Equityholders' Agreement, NBCo, ANP, BHN 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. The number securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by NBCo, ANP and BHN as reported herein does not include the holdings of any Unaffiliated Stockholders. NBCo, ANP and BHN do 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, subject to certain limited exceptions, on the date that is 180 days after the closing (the "Closing") of the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among BHN and the other parties thereto (the "Transaction Agreement"), 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.
- [F4]NBCo, ANP and BHN received, through their subsidiary, the shares of Class B Common Stock and Class B Common Units reported in Table II on November 28, 2008 pursuant to the Transaction Agreement in exchange for a $100 million investment by their subsidiary in Clearwire LLC and based upon a purchase price of $20.00 per share. The number of shares of Class B Common Stock and Class B Common Units that NBCo, ANP and BHN received, through their subsidiary, pursuant to the Transaction Agreement is subject to a post-closing adjustment based upon the trading price of Class A Common Stock on NASDAQ over 15 randomly selected trading days during the 30-day trading period ending on the 90th day after the Closing. (Continued in Footnote 5)
- [F5]The aggregate number of shares of Class B Common Stock and Class B Common Units that NBCo, ANP and BHN ultimately receive for their investment, through their subsidiary, will be equal to their investment amount divided by the volume weighted average price on those randomly selected days. The volume-weighted price is subject to a cap of $23.00 per share and a floor of $17.00 per share.
- [F6]The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by NBCo, ANP and BHN through their subsidiary.
Documents
Issuer
CLEARWIRE CORP
CIK 0001285551
Entity typeoperating
Related Parties
1- filerCIK 0001285551
Filing Metadata
- Form type
- 3
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 3:25 PM ET
- Size
- 13.7 KB