1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock, par value $0.0001 per share
|
Â
(4)
|
Â
(5)
|
Class A Common Stock
|
0
(1)
(2)
(3)
|
$
(5)
|
I
|
See footnotes
(1)
(2)
(3)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
Comcast Corporation ("Comcast") is filing this Form 3 solely because Comcast 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,
Time Warner Cable Inc. ("TWC"), Bright House Networks, LLC ("BHN"), Sprint Nextel Corporation ("Sprint"), Google Inc.
("Google"), Intel Corporation ("Intel Parent") and Eagle River Holdings, LLC or |
(2) |
(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. |
(3) |
Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Comcast 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. Comcast does not have any "pecuniary interest" in the Shares. |
(4) |
Immediately. |
(5) |
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. |