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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
See footnote (3) | (4) | 12/13/2011 | P | 2,728,572 | (4) | (4) | See footnote (5) | 2,728,572 | (1) | 708,087,860 | I | See footnote (2) | |||
See footnote (6) | (4) | 12/13/2011 | P | 2,728,572 | (4) | (4) | See footnote (5) | 2,728,572 | (1) | 708,087,860 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPRINT NEXTEL CORP 6200 SPRINT PARKWAY OVERLAND PARK, KS 66251 |
X |
/s/ Timothy O'Grady | 12/13/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | On December 11, 2012, pursuant to acceptance of a right of first offer made in accordance with the terms of the Equityholders' Agreement among Clearwire Corporation (the "Issuer"), Sprint HoldCo, LLC and the other parties thereto, SN UHC 1, Inc., a wholly owned subsidiary of Sprint Nextel Corporation, acquired (i) 30,922,958 shares of Class A Common Stock of the Issuer and (ii) 2,728,512 shares of Class B Common Stock of the Issuer and a corresponding number of Class B Common Units of Clearwire Communications LLC for $100,000,063.55. |
(2) | Sprint Nextel Corporation is making this filing because of its interest in SN UHC 1, Inc. |
(3) | Class B Common Stock, par value $0.0001 per share of the Issuer. |
(4) | Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications, LLC, is exchangeable at any time, subject to certain exceptions, 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. There is no exercise price payable in connection with the exchanges. |
(5) | Class A Common Stock, par value $0.0001 of the Issuer. |
(6) | Class B Common Units of Clearwire Communications LLC. |