0000950103-12-004972.txt : 20120926 0000950103-12-004972.hdr.sgml : 20120926 20120926141112 ACCESSION NUMBER: 0000950103-12-004972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120924 FILED AS OF DATE: 20120926 DATE AS OF CHANGE: 20120926 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: 121110810 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: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-09-24 0001442505 Clearwire Corp /DE CLWR 0001166691 COMCAST CORP ONE COMCAST CENTER PHILADELPHIA PA 19103-2838 0 0 1 0 Class A Common Stock of Clearwire Corp 2012-09-24 4 J 0 88504132 0 A 88504132 I See footnotes Class B Common Stock of Clearwire Corp 0 2012-09-24 4 J 0 88504132 0 D Class A Common Stock of Clearwire Corp 88504132 0 I See footnotes Class B Common Units of Clearwire Communications, LLC 0 2012-09-24 4 J 0 88504132 0 D Class A Common Stock of Clearwire Corp 88504132 0 I See footnotes A wholly owned subsidiary of Comcast Corporation ("Comcast") is party to 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 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. Each share of Class B Common Stock of the Issuer ("Class B Common Stock") and Class B Common Units ("Class B Common Units") of Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), is exchangeable at any time for one fully paid and nonassessable share of Class A Common Stock of the Issuer ("Class A Common Stock"), subject to certain limited exceptions, without an expiration date. There is no exercise price payable in connection with exchanges. On September 24, 2012, Comcast notified the Issuer that it had definitively determined to exchange the 88,504,132 shares of Class B Common Stock and an equal number of Class B Common Units held by a wholly owned subsidiary of Comcast into 88,504,132 shares of Class A Common Stock (the "Exchange"). The Exchange is expected to take place on September 27, 2012. The shares of Class A Common Stock reported in Table I will be owned indirectly by Comcast through a wholly owned subsidiary. The shares of Class B Common Stock reported in Table II are owned indirectly by Comcast through a wholly owned subsidiary. /s/ Arthur R. Block, Senior Vice President 2012-09-26