-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LiTnFfAEU9yXj2SKA24n3AIozw8sg0elv3oxXxORtT2btyrLf0Nq4OziNwARyD7B on60qXuhinihdrdsu07gPg== 0000950103-09-000428.txt : 20090227 0000950103-09-000428.hdr.sgml : 20090227 20090227181411 ACCESSION NUMBER: 0000950103-09-000428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090226 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0001166691 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34196 FILM NUMBER: 09644806 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER NAME: FORMER CONFORMED NAME: AT&T COMCAST CORP DATE OF NAME CHANGE: 20020206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 4 1 dp12681_4ex.xml X0303 4 2009-02-26 0 0001442505 Clearwire Corp /DE CLWR 0001166691 COMCAST CORP ONE COMCAST CENTER PHILADELPHIA PA 19103-2838 0 0 1 0 Class B Common Stock, p/v $0.0001/share, of Clearwire Corp. 2009-02-26 4 J 0 9264705 A Class A Common Stock, p/v $0.0001/share, of Clearwire Corp 9264705 61764705 I See footnotes Class B Common Units of Clearwire Communications, LLC 2009-02-26 4 J 0 9264705 A Class A Common Stock, p/v $0.0001/share, of Clearwire Corp 9264705 61764705 I See footnotes Certain wholly owned subsidiaries of Comcast Corporation ("Comcast") 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"). By virtue of the Equityholders' Agreement, Comcast 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 Comcast as reported herein does not include the holdings of any Unaffiliated Stockholders. Comcast does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders. Subject to certain limited exceptions, beginning on the date that is 181 days after the closing (the "Closing") of the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Comcast and the other parties thereto (the "Transaction Agreement"), 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, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer and has no expiration date. The Closing occurred on November 28, 2008. Comcast received 52,500,000 shares of Class B Common Stock and 52,500,000 Class B Common Units at the Closing pursuant to the Transaction Agreement in exchange for a $1.05 billion investment in Clearwire LLC based on an initial purchase price of $20.00 per share and unit. In accordance with the Transaction Agreement, the number of shares of Class B Common Stock and Class B Common Units that Comcast received at the Closing was adjusted on February 26, 2009 (the "Adjustment Date") in accordance with the post-closing adjustment mechanism specified in the Transaction Agreement. The post-closing adjustment was effected based on the "floor price" of $17.00 per share and unit since the volume average weighted share price of the Class A Common Stock on the Nasdaq Global Select Market over 15 randomly selected trading days during the 30-trading day period ending on and including the trading day prior to the Adjustment Date was less than $17.00 per share. As a result of such post-closing adjustment, on the Adjustment Date, Comcast received an additional 9,264,705 shares of Class B Common Stock and 9,264,705 Class B Common Units, representing the additional shares and units that Comcast would have received at the Closing if a purchase price of $17.00 (instead of $20.00) per share and unit were used to calculate the number of shares and units receivable by Comcast at the Closing. No additional consideration was paid for such shares or units. The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by Comcast through wholly owned subsidiaries. /s/ Arthur R. Block, Senior Vice President of Comcast Corporation 2009-02-26 -----END PRIVACY-ENHANCED MESSAGE-----