Edgar Filing: CLEARWIRE CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TIME WARNER CABLE INC.

2. Date of Event Requiring Statement (Month/Day/Year)
11/28/2008

3. Issuer Name and Ticker or Trading Symbol
CLEARWIRE CORP ["CLWR"]

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER,Â NORTH TOWER

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock, p/v $0.0001/share, of Clearwire Corp	27,500,000 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾	$ ⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Class B Common Units of Clearwire Communications, LLC	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock, p/v $0.0001/share, of Clearwire Corp	27,500,000 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾	$ ⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TIME WARNER CABLE INC. ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
TIME WARNER CABLE LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
TWC WIRELESS HOLDINGS I LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
TWC WIRELESS HOLDINGS II LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
TWC WIRELESS HOLDINGS III LLC ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

TIME WARNER CABLE INC.By: /s/ David Christman, Senior Vice President and Deputy General Counsel		11/28/2008
^**Signature of Reporting Person		Date
TIME WARNER CABLE LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel		11/28/2008
^**Signature of Reporting Person		Date
TWC WIRELESS HOLDINGS I LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel		11/28/2008
^**Signature of Reporting Person		Date
TWC WIRELESS HOLDINGS II LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel		11/28/2008
^**Signature of Reporting Person		Date
TWC WIRELESS HOLDINGS III LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel		11/28/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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").
(2)	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.
(3)	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.
(4)	TWC received 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 $550 million investment 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 TWC is entitled to receive 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. The aggregate number of shares of Class B Common Stock and Class B Common Units that TWC ultimately receives for its investment will be equal to its 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.
(5)	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 9,166,667, 9,166,667, and 9,166,666 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.