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COMCAST CORP — Director's Dealing 2010
Mar 4, 2010
29848_dirs_2010-03-04_89c3abd2-f419-45dd-9e22-ba600febd0f4.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Clearwire Corp /DE (CLWR)
CIK: 0001442505
Period of Report: 2010-03-02
Reporting Person: COMCAST CORP (10% Owner)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2010-03-02 | Class B Common Stock, p/v $0.0001/share, of Clearwire Corp. | $ | J | 1136770 | Acquired | Class A Common Stock, p/v $0.0001/sh are, of Clearwire Corp (1136770) | Indirect | |
| 2010-03-02 | Class B Common Units of Clearwire Communications,LLC | $ | J | 1136770 | Acquired | Class A Common Stock, p/v $0.0001/sh are, of Clearwire Corp (1136770) | Indirect |
Footnotes
F1: Certain wholly owned subsidiaries of Comcast Corporation ("Comcast") 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").
F2: 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 and Clearwire
Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), 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.
F3: 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, without an expiration date. There is no exercise price payable in connection with
exchanges.
F4: On November 9, 2009, Comcast entered into an Investment Agreement (the "Investment Agreement") with the Issuer, Clearwire
LLC, Sprint Nextel Corporation, Time Warner Cable Inc., Intel Corporation, Eagle River Holdings, LLC, and Bright House
Networks, LLC. Pursuant to the Investment Agreement, Comcast agreed to purchase shares of Class B Common Stock and Class B
Common Units over a series of three closings in exchange for a total investment of $196 million in Clearwire LLC based upon
a purchase price of $7.33 per share, the first of which occurred on November 13, 2009 and the second of which occurred on
December 21, 2009. Comcast received the shares of Class B Common Stock and Class B Common Units reported in Table II on
March 2, 2010 pursuant to the third closing under the Investment Agreement in exchange for a $8,332,524.10 investment in
Clearwire LLC and based upon a purchase price of $7.33 per share.
F5: The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by Comcast through
indirect wholly owned subsidiaries.