INTEL CORP — Director's Dealing 2008

Dec 8, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Clearwire Corp /DE (CLWR)
CIK: 0001442505
Period of Report: 2008-11-28

Reporting Person: INTEL CORP (Director, 10% Owner)
Reporting Person: INTEL CAPITAL CORP (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.0001 per share	36666666	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock, par value $0.0001 per share	$		Class A Common Stock (50000000)		Indirect
Class B Common Interests of Clearwire Communications, LLC	$		Class A Common Stock (50000000)		Indirect
Warrants (Right to Acquire Class A Common Stock)	$	2011-02-16	Class A Common Stock (93333)		Indirect

Footnotes

F1: 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 of its subsidiaries owned by the Unaffiliated Stockholders.

F2: 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.

F3: 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.]

F4: [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.

F5: 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.