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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Google Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
| /s/ Kent Walker, Vice President and General Counsel of Google Inc. | 03/02/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |