SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Mount Kellett Capital Management LP (Last) (First) (Middle) 623 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2013	3. Issuer Name and Ticker or Trading Symbol Clearwire Corp /DE [ CLWR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
Class A Common Stock	53,188,166	I	See footnotes(1)(2)(6)
Class A Common Stock	13,236,766	I	See footnotes(1)(3)(6)
Class A Common Stock	32,052,360	I	See footnotes(1)(4)(6)
Class A Common Stock	28,932,625	I	See footnotes(1)(5)(6)

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: 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

1. Name and Address of Reporting Person* Mount Kellett Capital Management LP (Last) (First) (Middle) 623 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* HIGHSIDE CAPITAL MANAGEMENT L P (Last) (First) (Middle) 100 CRESCENT COURT SUITE 860 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* Highside Management LLC (Last) (First) (Middle) 100 CRESCENT COURT SUITE 860 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* Hobson H Lee S (Last) (First) (Middle) 100 CRESCENT COURT SUITE 860 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* GLENVIEW CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 767 FIFTH AVENUE 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROBBINS LAWRENCE M (Last) (First) (Middle) 767 FIFTH AVENUE, 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHESAPEAKE PARTNERS MANAGEMENT CO INC/MD (Last) (First) (Middle) 2800 QUARRY LAKE DRIVE SUITE 300 (Street) BALTIMORE MD 21209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* C P Management, L.L.C. (Last) (First) (Middle) 2800 QUARRY LAKE DRIVE SUITE 300 (Street) BALTIMORE MD 21209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* Lerner Mark D (Last) (First) (Middle) 2800 QUARRY LAKE DRIVE SUITE 300 (Street) BALTIMORE MD 21209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

1. Name and Address of Reporting Person* Lerner Traci Shanbrun (Last) (First) (Middle) 2800 QUARRY LAKE DRIVE SUITE 300 (Street) BALTIMORE MD 21209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Members of 10% Owner Group

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of Mount Kellett Capital Management LP, Highside Capital Management, L.P., Highside Capital, LLC, H. Lee S. Hobson, Glenview Capital Management, LLC, Lawrence M. Robbins, Chesapeake Partners Management Co., Inc., C P Management, L.L.C., Mark D. Lerner and Traci Lerner.

2. These shares of the Issuer's Class A Common Stock ("Shares") are held solely for the accounts of certain funds and accounts affiliated with Mount Kellett Capital Management LP, which provides investment advisory and other services to such funds and accounts.

3. These Shares are held solely for the accounts of the following funds: (A) 6,896,902 Shares held for the account of Highside Capital Partners, L.P.; (B) 536,857 Shares held for the account of Highside Capital Partners II, L.P.; (C) 5,489,457 Shares held for the account of Highside Offshore Mini, L.P.; and (D) 313,550 Shares held for the account of Highside Long Portfolio, L.P. Highside Capital Management, L.P. serves as investment adviser and manager to each of the foregoing funds. Highside Management, LLC serves as the general partner of Highside Capital Management, L.P. H. Lee S. Hobson is the President and Managing Member of Highside Management, LLC.

4. These Shares are held solely for the accounts of the following funds: (A) 1,258,069 Shares held for the account of Glenview Capital Partners, L.P.; (B) 14,457,622 Shares held for the account of Glenview Capital Master Fund, Ltd.; (C) 5,925,525 Shares held for the account of Glenview Institutional Partners, L.P.; (D) 6,431,292 Shares held for the account of Glenview Offshore Opportunity Master Fund, Ltd.; and (E) 3,979,852 Shares held for the account of Glenview Capital Opportunity Fund, Ltd. Glenview Capital Management, LLC serves as investment manager to each of the foregoing funds. Lawrence M. Robbins is the Chief Executive Officer of Glenview Capital Management, LLC.

5. These Shares are held solely for the accounts of the following funds: (A) 16,879,478 Shares held for the account of Chesapeake Partners Limited Partnership; and (B) 12,053,147 Shares held for the account of Chesapeake Partners Master Fund Ltd. C P Management, L.L.C. serves as investment adviser to each of the foregoing funds. Chesapeake Partners Management Co., Inc. is the sole member and owner of C P Management, L.L.C. Mark D. Lerner and Traci Lerner are officers of Chesapeake Partners Management Co., Inc.

6. Each Reporting Person may be deemed to be a member of a "group" with respect to the Issuer or the Shares for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person disclaims beneficial ownership of the Shares reported herein, except to the extent of his, her or its pecuniary interest therein, and this report shall not be construed as an admission that such Reporting Person is the beneficial owner of any Shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

Exhibit List: The Joint Filing Agreement filed as Exhibit 7.7, and the Power of Attorney filed as Exhibit 7.8, to the Schedule 13D/A filed by the Reporting Persons on May 3, 2013 are incorporated herein by reference.

	MOUNT KELLETT CAPITAL MANAGEMENT LP By: Mount Kellett Capital Management GP LLC, its general partner; By: /s/ Jonathan Fiorello, Chief Operating Officer	05/13/2013
	HIGHSIDE CAPITAL MANAGEMENT, L.P. By: Highside Management, LLC, its general partner; By: /s/ H. Lee S. Hobson, Managing Member	05/13/2013
	HIGHSIDE MANAGEMENT, LLC By: /s/ H. Lee S. Hobson, Managing Member	05/13/2013
	H. LEE S. HOBSON /s/ H. Lee S. Hobson	05/13/2013
	GLENVIEW CAPITAL MANAGEMENT, LLC By: /s/ Mark J. Horowitz, President	05/13/2013
	LAWRENCE M. ROBBINS By: /s/ Mark J. Horowitz, attorney-in-fact for Lawrence M. Robbins	05/13/2013
	CHESAPEAKE PARTNERS MANAGEMENT CO., INC. By: /s/ Mark D. Lerner, Vice President	05/13/2013
	C P MANAGEMENT, L.L.C. By: Chesapeake Partners Management Co., Inc., its sole member and owner; By: /s/ Mark D. Lerner, Vice President	05/13/2013
	MARK D. LERNER /s/ Mark D. Lerner	05/13/2013
	TRACI LERNER /s/ Traci Lerner	05/13/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.