INTEL CORP — Director's Dealing 2008

Dec 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLEARWIRE CORP (CLWR)
CIK: 0001285551
Period of Report: 2008-11-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-28	CLASS A COMMON STOCK	C	9905732	—	Acquired	36666666	Indirect
2008-11-28	CLASS A COMMON STOCK	D	36666666	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-28	CLASS B COMMON STOCK	$	C	9905732	Acquired	1988-08-08	Class B Common Stock (9905732)	Indirect
2008-11-28	WARRANTS (RIGHT TO ACQUIRE CLASS A COMMON STOCK)	$	D	93333	Acquired	2011-02-16	Class A Common Stock (93333)	Indirect

Footnotes

F1: Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Common Stock).

F2: Shares acquired upon conversion of Class B Common Stock.

F3: These shares are owned directly by Intel Capital Corporation and Intel Capital (Cayman) Corporation, both of which are wholly-owned subsidiaries of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities.

F4: Security converts to common stock on a one-for-one basis.

F5: These shares are owned directly by Intel Capital Corporation, a wholly-owned subsidiary of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities.

F6: The starting exercise price of these warrants is $5.00, subject to adjustment as set forth in the form of warrant.

F7: These warrants are owned directly by Middlefield Ventures, Inc., a wholly-owned subsidiary of Intel Coporation. Intel Corporation is an indirect beneficial owner of the reported securities.