-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M58L3lgQukRn/1HzOcqYB/EX0OXhyWBZeznTM62QgJadwOEmO9we+iCyhV7NqH3H I0RyWAqURnaSWvrTG4r5DQ== 0000050863-08-000347.txt : 20081208 0000050863-08-000347.hdr.sgml : 20081208 20081208154229 ACCESSION NUMBER: 0000050863-08-000347 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081128 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 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: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34196 FILM NUMBER: 081235805 BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTEL CAPITAL CORP CENTRAL INDEX KEY: 0001129302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34196 FILM NUMBER: 081235806 BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD. STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD. STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER NAME: FORMER CONFORMED NAME: INTEL PACIFIC INC DATE OF NAME CHANGE: 20001204 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2008-11-28 0 0001442505 Clearwire Corp /DE CLWR 0000050863 INTEL CORP 2200 MISSION COLLEGE BLVD. SANTA CLARA CA 95054 1 0 1 0 0001129302 INTEL CAPITAL CORP 2200 MISSION COLLEGE BLVD SANTA CLARA CA 95054 1 0 1 0 Class A Common Stock, par value $0.0001 per share 36666666 I See footnotes Class B Common Stock, par value $0.0001 per share Class A Common Stock 50000000 I See footnotes Class B Common Interests of Clearwire Communications, LLC Class A Common Stock 50000000 I See footnotes Warrants (Right to Acquire Class A Common Stock) 2008-11-28 2011-02-16 Class A Common Stock 93333 I See footnotes The securities reported in Table I and in Table II of this report are owned indirectly by Intel Corporation ("Intel"). Certain wholly owned subsidiaries of Intel have entered into 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, Intel and the Unaffiliated Stockholders may be deemed as of the date of this report to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. The number of securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by Intel as reported herein does not include the holdings of any Unaffiliated Stockholders. Intel does not have any "pecuniary interest" in the securities of the Issuer or any o f its subsidiaries owned by the Unaffiliated Stockholders. Each share of Class B Common Stock, together with one Clearwire Communications Class B Common Interest (a "Class B Common Interest"), is exchangeable at any time, subject to certain limited exceptions, beginning on the date that is 181 days after the date of the event requiring this report, 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. Intel received the shares of Class B Common Stock and Class B Common Interests reported in Table II pursuant to the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Intel and the other parties thereto (the "Transaction Agreement") in exchange for a $1 billion investment in Clearwire LLC. The number of shares of Class B Common Stock and Class B Common Interests that Intel is entitled to receive pursuant to the Transaction Agreement is subject to a post-closing adjustment based upon the trading price of Class A Common Stock on NASDAQ over 15 randomly-selected trading days during the 30-day trading period ending on the 90th day after the closing of the Transaction Agreement. [Continued on footnote 4.] [Continued from footnote 3.] The aggregate number of shares of Class B Common Stock and Clearwire Communications Class B Common Interests that Intel receives for its investment will be equal to its investment amount divided by the volume weighted average price per share of Class A Common Stock for those randomly selected trading days, subject to a cap of $23.00 and a floor of $17.00. Intel will file an amendment to this Form 3 upon final determination of the number of shares of Class B Common Stock and Class B Common Interests it receives in exchange for its investment in Clearwire LLC. The exercise price is the lesser of $15.00 and the volume weighted average trading price of the Class A common stock for the first twenty trading days after the expiration of lock-up restrictions applicable to Clearwire Corporation's initial public offering. Arvind Sodhani, Executive Vice President; President, Intel Capital 2008-12-08 -----END PRIVACY-ENHANCED MESSAGE-----