SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wolff Benjamin G

(Last)

(First)

(Middle)

4400 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearwire Corp /DE [ CLWR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/28/2008		A		83,333	A	$0⁽²⁾	83,333	D
Class A Common Stock⁽¹⁾	11/28/2008		A		60,000	A	$0⁽²⁾	143,333	D
Class A Common Stock⁽¹⁾	11/28/2008		A		250,000	A	$0⁽²⁾	393,333	D
Class A Common Stock⁽³⁾	11/28/2008		A		300,000	A	$0⁽²⁾	693,333	D
Class A Common Stock	11/28/2008		A		17,232,005	A	$0⁽²⁾	17,232,005	I	By Eagle River Holdings, LLC⁽⁵⁾
Class A Common Stock	11/28/2008		A		18,690,953	A	$0⁽²⁾⁽⁴⁾	35,992,958	I	By Eagle River Holdings, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3	11/28/2008		A		333,333		04/01/2008	04/01/2014	Class A Common Stock	333,333	⁽⁶⁾	333,333	D
Stock Option (right to buy)	$6	11/28/2008		A		333,333		⁽⁶⁾	12/15/2014	Class A Common Stock	333,333	⁽⁶⁾	333,333	D
Stock Option (right to buy)	$15	11/28/2008		A		133,333		⁽⁶⁾	01/26/2016	Class A Common Stock	133,333	⁽⁶⁾	133,333	D
Stock Option (right to buy)	$18	11/28/2008		A		333,333		⁽⁶⁾	08/30/2016	Class A Common Stock	333,333	⁽⁶⁾	333,333	D
Stock Option (right to buy)	$18	11/28/2008		A		120,000		⁽⁶⁾	09/15/2016	Class A Common Stock	120,000	⁽⁶⁾	120,000	D
Stock Option (right to buy)	$25	11/28/2008		A		500,000		⁽⁶⁾	03/01/2017	Class A Common Stock	500,000	⁽⁶⁾	500,000	D
Warrant (right to buy)	$3	11/28/2008		A		375,000		11/13/2003	11/13/2013	Class A Common Stock	375,000	⁽⁷⁾	375,000	I	By Eagle River Holdings, LCC⁽⁵⁾
Warrant (right to buy)	$15	11/28/2008		A		613,333		03/07/2007	08/05/2010	Class A Common Stock	613,333	⁽⁷⁾	613,333	I	By Eagle River Holdings, LCC⁽⁵⁾
Non-Qualified Stock Opton (right to buy)	$23.3	11/28/2008		A		300,000		⁽⁶⁾	09/14/2017	Class A Common Stock	300,000	⁽⁶⁾	300,000	D
Non-Qualified Stock Opton (right to buy)	$17.11	11/28/2008		A		250,000		⁽⁶⁾	02/15/2015	Class A Common Stock	250,000	⁽⁶⁾	250,000	D
Non-Qualified Stock Opton (right to buy)	$11.03	11/28/2008		A		100,000		⁽⁸⁾	09/19/2015	Class A Common Stock	100,000	⁽⁸⁾	100,000	D

Explanation of Responses:

1. Upon the merger of Clearwire Corporation into Clearwire Sub LLC on November 28, 2008, as described in Clearwire Corporation's Registration Statement on Form S-4 filed with the Commission on October 9, 2008 (the "Merger"), these restricted stock units fully vested.

2. Upon the Merger, the reporting person received consideration other than cash in the form of one share of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock for each share of Clearwire Corporation Class A Common Stock. On the effective date of the Merger, the closing price of Clearwire Corporation Class A Common Stock was $6.62 per share, and the opening price of New Clearwire Corporation Class A Common Stock on the first trading day after the Merger was $7.00 per share.

3. Restricted Stock Units which vest in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances).

4. Prior to the Merger and pursuant to the voting agreeement entered into on May 7, 2008 among Eagle River Holdings, LLC ("ERH"), Clearwire Corporation, Sprint Nextel Corporation and the other parties thereto, all outstanding shares of Clearwire Corporation Class B Common Stock held by ERH were converted into the same number of shares of Clearwire Corporation Class A Common Stock.

5. The reporting person is the President of 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 Clearwire Corporation securities beneficially owned by ERH. The reporting person disclaims beneficial ownership of the Clearwire Corporation securities beneficially owned by ERH except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or any other purpose.

6. This option to receive New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock is fully vested, and was converted from an identical number of stock options, with like characteristics, of the former Clearwire Corporation pursuant to the Transaction Agreement and Plan of Merger, by and among the former Clearwire Corporation, Sprint Nextel Corporation and the other parties thereto dated May 7, 2008 (the "Transaction Agreement").

7. Upon the Merger, this warrant to receive Clearwire Corporation Class A Common Stock was converted into a warrant to receive the same number of shares of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock at the same exercise price.

8. This option to receive New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock vests in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances), and was converted from an identical number of stock options, with like characteristics, of the former Clearwire Corporation pursuant to the Transaction Agreement.

	By: /s/ Frederick L. Williams, Jr. For: Benjamin G. Wolff	12/02/2008
	** 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 4 (b)(v).
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