SEC FORM 4/A

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^*

Google Inc.

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(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
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2008

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, par value $0.0001 per share, of CLWR	02/26/2009		J		4,411,765⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽³⁾⁽⁴⁾	29,411,765	D

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)
Class B Common Stock, par value $0.0001 per share, of CLWR	⁽⁵⁾	02/26/2009		J		0⁽¹⁾⁽²⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock, par value $0.0001 per share, of Clearw	⁽¹⁾⁽²⁾	⁽⁵⁾	0⁽¹⁾⁽²⁾	I	See footnotes⁽¹⁾⁽²⁾
Class B Common Units of Clearwire Communications, LLC	⁽⁵⁾	02/26/2009		J		0⁽¹⁾⁽²⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock, par value $0.0001 per share, of Clearw	⁽¹⁾⁽²⁾	⁽⁵⁾	0⁽¹⁾⁽²⁾	I	See footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. Google Inc. ("Google") has entered into that certain 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").

2. By virtue of the Equityholders' Agreement, Google 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 outstanding shares of Class B Common Stock of the Issuer and of Class B Common Units of Clearwire Communications, LLC, a subsidiary of the Issuer. The number of securities of the Issuer beneficially owned by Google as reported herein does not include the holdings of any Unaffiliated Stockholders. Google does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders.

3. Google received 25,000,000 shares of the Issuer's Class A Common Stock at the closing (the "Closing") of the transactions contemplated in that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008, as amended, among Google and the other parties thereto (the "Transaction Agreement") in exchange for a $500 million investment in the Issuer and based on an initial purchase price of $20.00 per share. On February 26, 2009 (the "Adjustment Date"), Google became entitled to receive an additional 4,411,765 shares of Class A Common Stock of the Issuer pursuant to the post-closing adjustment mechanism specified in the Transaction Agreement. (Continued to footnote 4)

4. The post-closing adjustment was effected based on the floor price of $17.00 per share since the volume weighted average share price of the Class A Common Stock of the Issuer 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. Accordingly, the 4,411,765 shares of Class A Common Stock of the Issuer that Google received on the Adjustment Date represents the number of additional shares that Google would have received if a purchase price of $17.00 (instead of $20.00) per share had been used to calculate the number of shares issuable to Google upon the Closing. No additional consideration was paid for such shares. The right to receive additional shares in accordance with such post-closing adjustment mechanism became fixed and irrevocable on the Adjustment Date.

5. Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications LLC, a subsidiary of the Issuer, is exchangeable at any time, subject to certain limited exceptions, beginning on the date that is 181 days after the Closing, 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.

	/s/ Kent Walker, Vice President and General Counsel of Google Inc.	03/02/2009
	** Signature of Reporting Person	Date
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