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