SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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Clearwire Corporation
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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18538Q105
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(CUSIP Number)
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July 27, 2012
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1I
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¨
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Rule 13d-1(d)
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(Page 1 of 16 Pages)
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CUSIP No. 18538Q105
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13G
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Page 2 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Smithfield Fiduciary LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
450 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
450 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00 %
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 18538Q105
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13G
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Page 3 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge International LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
17,097,452 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
17,097,452 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,097,452 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.67%
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 18538Q105
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13G
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Page 4 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Long/Short Institutional Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,867,170 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,867,170 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,867,170 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.71%
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 18538Q105
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13G
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Page 5 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Managed Portfolio Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
660,785 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
660,785 shares of Class A Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,785 shares of Class A Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12%
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 18538Q105
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13G
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Page 6 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Long-Term Equity Master Fund, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,893,000 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,893,000 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,893,000 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.35 %
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 18538Q105
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13G
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Page 7 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Long/Short Equity Master Fund, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
13,706,593 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
13,706,593 shares of Class A Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,706,953 shares of Class A Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.53%
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|||||
12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 18538Q105
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13G
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Page 8 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.38%
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|||||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 18538Q105
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13G
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Page 9 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Glenn Dubin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,225,450 shares of Class A Common Stock
Call rights to purchase 2,800,000 shares of Class A Common Stock
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.38%
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|||||
12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 18538Q105
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13G
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Page 10 of 16 Pages
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Item 1 (a).
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NAME OF ISSUER:
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The name of the issuer is Clearwire Corporation, a Delaware corporation (the “Company”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Company’s principal executive offices are located at 1475 120th AVE. NE, Bellevue, Washington 98005.
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Item 2 (a).
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NAME OF PERSON FILING:
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Item 2(c).
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CITIZENSHIP:
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This statement is filed by:
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(i)
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Smithfield Fiduciary LLC
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
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(ii)
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Highbridge International LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
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(iii)
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Highbridge Long/Short Institutional Fund, Ltd.
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
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(iv)
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Highbridge Managed Portfolio Master, Ltd.
Walkers Corporate Services Limited, Walker House
87 Mary Street
George Town, Grand Cayman KY1-9005, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
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(v)
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Highbridge Long-Term Equity Master Fund, L.P.
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
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CUSIP No. 18538Q105
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13G
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Page 11 of 16 Pages
|
(vi)
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Highbridge Long/Short Equity Master Fund, L.P.
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
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(vii)
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Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
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(viii)
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Glenn Dubin
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
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Item 2(e).
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CUSIP NUMBER:
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18538Q105
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act,
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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¨
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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¨
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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¨
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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¨
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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CUSIP No. 18538Q105
|
13G
|
Page 12 of 16 Pages
|
(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
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specify the type of institution: |
Item 4.
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OWNERSHIP.
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CUSIP No. 18538Q105
|
13G
|
Page 13 of 16 Pages
|
Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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CUSIP No. 18538Q105
|
13G
|
Page 14 of 16 Pages
|
Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibits:
|
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Exhibit I:
|
Joint Filing Agreement, dated as of August 6, 2012, by and among Smithfield Fiduciary LLC, Highbridge International LLC, Highbridge Long/Short Institutional Fund, Ltd., Highbridge Managed Portfolio Master, Ltd., Highbridge Long-Term Equity Master Fund, L.P., Highbridge Long/Short Equity Master Fund, L.P., Highbridge Capital Management, LLC and Glenn Dubin.
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CUSIP No. 18538Q105
|
13G
|
Page 15 of 16 Pages
|
SMITHFIELD FIDUCIARY LLC
|
HIGHBRIDGE INTERNATIONAL LLC
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||||
By:
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Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
Its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
||||
HIGHBRIDGE LONG/SHORT INSTITUTIONAL FUND, LTD.
|
HIGHBRIDGE MANAGED PORTFOLIO MASTER, LTD.
|
||||
By:
|
Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
||||
HIGHBRIDGE LONG-TERM EQUITY MASTER FUND, L.P.
|
HIGHBRIDGE LONG/SHORT EQUITY MASTER FUND, L.P.
|
||||
By:
|
Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
|
|||||
/s/ Glenn Dubin | |||||
GLENN DUBIN
|
|||||
By:
|
/s/ John Oliva |
|
|||
Name: John Oliva
|
|||||
Title: Managing Director
|
|||||
CUSIP No. 18538Q105
|
13G
|
Page 16 of 16 Pages
|
SMITHFIELD FIDUCIARY LLC
|
HIGHBRIDGE INTERNATIONAL LLC
|
||||
By:
|
Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
Its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
||||
HIGHBRIDGE LONG/SHORT INSTITUTIONAL FUND, LTD.
|
HIGHBRIDGE MANAGED PORTFOLIO MASTER, LTD.
|
||||
By:
|
Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
||||
HIGHBRIDGE LONG-TERM EQUITY MASTER FUND, L.P.
|
HIGHBRIDGE LONG/SHORT EQUITY MASTER FUND, L.P.
|
||||
By:
|
Highbridge Capital Management, LLC
|
By:
|
Highbridge Capital Management, LLC
|
||
its Trading Manager
|
its Trading Manager
|
||||
By:
|
/s/ John Oliva |
|
By:
|
/s/ John Oliva |
|
Name: John Oliva
|
Name: John Oliva
|
||||
Title: Managing Director
|
Title: Managing Director
|
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
|
|||||
/s/ Glenn Dubin | |||||
GLENN DUBIN
|
|||||
By:
|
/s/ John Oliva |
|
|||
Name: John Oliva
|
|||||
Title: Managing Director
|
|||||