INTEL CORP — Director's Dealing 2009

Nov 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwire Corp /DE (CLWR)
CIK: 0001442505
Period of Report: 2009-11-09

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-09	Class B Common Stock, par value $0.0001 per share	$	A	6821282	Acquired		Class A Common Stock (6821282)	Indirect
2009-11-09	Class B Common Interests of Clearwire Communications LLC	$	A	6821282	Acquired		Class A Common Stock (6821282)	Indirect

Footnotes

F1: On November 9, 2009, Intel Corporation entered into an Investment Agreement with Clearwire Corporation (the "Issuer"), Clearwire Communications LLC , a subsidiary of the Issuer ("Clearwire Communications"), Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Eagle River Holdings, LLC, and Bright House Networks, LLC pursuant to which Intel Corporation or its affiliates will invest in Clearwire Communications a total of approximately $50 million in exchange for voting equity interests in Clearwire Communications (the "Clearwire Communications Voting Interests"), and Class B non-voting common interests in Clearwire Communications (the "Clearwire Communications Class B Common Interests"). Continued on footnote (2).

F2: Immediately following the receipt by Intel Corporation or its affiliates of Clearwire Communications Voting Interests and Clearwire Communications Class B Common Interests, it will contribute to Clearwire its Clearwire Communications Voting Interests in exchange for an equal number of shares of Class B common stock, par value $0.0001 per share, of Clearwire ("Class B Common Stock"). The investment will occur in three closings with the First Investment Closing for 4,610,974 shares of Class B Common Stock and 4,610,974 Clearwire Communications Class B Common Interests occurring on the first business day following satisfaction of the relevant customary closing conditions, provided that this closing will not occur prior to November 13, 2009. Continued on footnote (3).

F3: The Second Investment Closing for 1,920,316 shares of Class B Common Stock and 1,920,316 Clearwire Communications Class B Common Interests will occur 20 calendar days after the mailing of an Information Statement on Schedule 14C to Clearwire Corporation's stockholders and certain other customary closing conditions. The Third Investment Closing for 289,992 shares of Class B Common Stock and 289,992 Clearwire Communications Class B Common Interests is expected to occur in the first fiscal quarter of 2010. Certain conditions to each of the closings under the Investment Agreement may be waived by the Investors.

F4: Each share of Class B Common Stock, together with one Clearwire Communications Class B Common Interest, is exchangeable at any time, subject to certain limited exceptions, 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.

F5: The securities reported in Table II of this report are or will be owned indirectly by Intel Corporation through certain wholly owned subsidiaries. Following the closing of the transactions described in footnotes (1)-(3), the securities will be held as follows: 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008A; 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008B; and 21,881,604 shares of Class B Common Stock and Class B Common Units held of record by Intel Capital Wireless Investment Corporation 2008C.