SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Wolff Benjamin G

(Last)

(First)

(Middle)

4400 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2007

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	83,333⁽¹⁾	D
Class A Common Stock	17,232,005	I	By Eagle River Holdings, LLC⁽²⁾⁽³⁾
Class B Common Stock	18,690,953	I	By Eagle River Holdings, LLC⁽²⁾⁽³⁾

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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁴⁾	04/01/2014	Class A Common Stock	333,333	$2.25	D
Stock Option (right to buy)	⁽⁵⁾	12/15/2014	Class A Common Stock	333,333	$6	D
Stock Option (right to buy)	⁽⁶⁾	01/26/2016	Class A Common Stock	133,333	$15	D
Stock Option (right to buy)	⁽⁷⁾	08/30/2016	Class A Common Stock	333,333	$18	D
Stock Option (right to buy)	⁽⁸⁾	09/15/2016	Class A Common Stock	120,000	$18	D
Stock Option (right to buy)	⁽⁹⁾	03/01/2017	Class A Common Stock	500,000	$25	D
Warrant (right to buy)	11/13/2003	11/13/2013	Class A Common Stock	375,000	$3	I	By Eagle River Holdings, LLC⁽²⁾⁽³⁾
Warrant (right to buy)⁽¹⁰⁾	03/07/2007	08/05/2010	Class A Common Stock	613,333	⁽¹¹⁾	I	By Eagle River Holdings, LLC⁽²⁾⁽³⁾

Explanation of Responses:

1. Restricted stock grant vests in two equal annual installments beginning with the vesting commencement date of March 8, 2006 (subject to accelerated vesting in certain circumstances).

2. The Reporting Person is the President of Eagle River Holdings, LLC ("ERH") and Eagle River, Inc. ("ERI"), the manager of ERH. Accordingly, the reporting person may be deemed to share the power to vote or to direct the vote of and dispose or direct the disposition of Company securities beneficially owned by ERH.

3. The Reporting Person disclaims beneficial ownership of the Company securities beneficially owned by ERH except to the extent of his pecuniary interest therein.

4. Option vests in four equal annual installments beginning with the vesting commencement date of April 1, 2004 (subject to accelerated vesting in certain circumstances).

5. Option vests in four equal annual installments beginning with the vesting commencement date of December 15, 2004 (subject to accelerated vesting in certain circumstances).

6. Option vests in four equal annual installments beginning with the vesting commencement date of January 26, 2006 (subject to accelerated vesting in certain circumstances).

7. Option vests in four equal annual installments beginning with the vesting commencement date of August 30, 2006 (subject to accelerated vesting in certain circumstances).

8. Option vests in four equal annual installments beginning with the vesting commencement date of September 15, 2006 (subject to accelerated vesting in certain circumstances).

9. Option vests in four equal annual installments beginning with the vesting commencement date of March 1, 2007 (subject to accelerated vesting in certain circumstances).

10. Warrants underlying the Company's Senior Secured Notes held by ERH.

11. The exercise price is the lesser of $15.00 or the volume weighted average trading price of the Class A common stock for the first twenty trading days after the expiration of lock-up restrictions applicable to the Company's initial public offering.

	Benjamin G. Wolff	03/07/2007
	** 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.
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