Twc Wireless Holdings I LLC SEC Form 4 Filed March 2, 2009

Twc Wireless Holdings I LLC SEC Form 4 Filed March 2, 2009: Statement of changes in beneficial owner...

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FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TIME WARNER CABLE INC.

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEARWIRE CORP [ CLWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, p/v $0.0001/share, of Clearwire Corp	⁽³⁾	02/26/2009		J⁽⁴⁾⁽⁵⁾		4,852,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp	4,852,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾	32,352,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Class B Common Units of Clearwire Communications, LLC	⁽³⁾	02/26/2009		J⁽⁴⁾⁽⁵⁾		4,852,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Class A Common Stock, p/v $0.0001/ share, of Clearwire Corp	4,852,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾	32,352,941⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

TIME WARNER CABLE INC.

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TIME WARNER CABLE LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TWC WIRELESS HOLDINGS I LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TWC WIRELESS HOLDINGS II LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TWC WIRELESS HOLDINGS III LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

NORTH TOWER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Certain indirect wholly owned subsidiaries of Time Warner Cable Inc. ("TWC") 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").

2. By virtue of the Equityholders' Agreement, TWC 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 and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by TWC as reported herein does not include the holdings of any Unaffiliated Stockholders. TWC does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders.

3. Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire LLC (a "Class B Common Unit"), is exchangeable at any time into one fully paid and nonassessable share of Class A Common Stock of the Issuer, subject to certain limited exceptions, on a date that is at least 181 days after the closing (the "Closing") of the transactions contemplated by the Transaction Agreement and Plan of Merger dated as of May 7, 2008 among TWC and the other parties thereto (the "Transaction Agreement"), without an expiration date. The Closing occurred on November 28, 2008.

4. TWC received 27,500,000 shares of Class B Common Stock and 27,500,000 Class B Common Units at the Closing pursuant to the Transaction Agreement in exchange for a $550 million investment in Clearwire LLC based on an initial purchase price of $20.00 per share and unit. The number of shares of Class B Common Stock and Class B Common Units that TWC received at the Closing was adjusted on February 26, 2009 (the "Adjustment Date") in accordance with the post-closing adjustment mechanism specified in the Transaction Agreement. The post-closing adjustment was effected based on the "floor price" of $17.00 per share and unit since the volume average weighted share price of the Class A Common Stock 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. [cont'd in FN 5]

5. [Cont'd from FN 4] As a result of such post-closing adjustment, on the Adjustment Date, TWC received an additional 4,852,941 shares of Class B Common Stock and 4,852,941 Class B Common Units, representing the additional shares and units that TWC would have received at the Closing if a purchase price of $17.00 (instead of $20.00) per share and unit were used to calculate the number of shares and units receivable by TWC at the Closing.

6. The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by TWC through indirect wholly owned subsidiaries. . TWC Wireless Holdings I, TWC Wireless Holdings II and TWC Wireless Holdings III (collectively, the "TWC Wireless Subsidiaries") own 10,784,314, 10,784,314, and 10,784,313 shares of Class B Common Stock and Class B Common Units, respectively. Time Warner Cable LLC is the sole member of each of the TWC Wireless Subsidiaries. TWC is the sole member of Time Warner Cable LLC.

	TIME WARNER CABLE INC.By: /s/ David Christman, Senior Vice President and Deputy General Counsel	03/02/2009
	TIME WARNER CABLE LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel	03/02/2009
	TWC WIRELESS HOLDINGS I LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel	03/02/2009
	TWC WIRELESS HOLDINGS II LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel	03/02/2009
	TWC WIRELESS HOLDINGS III LLC, By: /s/ David Christman, Senior Vice President and Deputy General Counsel	03/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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