INTEL CORP — Director's Dealing 2009

Feb 27, 2009

SEC Form 3/A — Form 3/A

Issuer: Clearwire Corp /DE (CLWR)
CIK: 0001442505
Period of Report: 2009-02-26

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 (58823530)		Indirect
Class B Common Units of Clearwire Communications LLC	$		Class A Common Stock (58823530)		Indirect
Warrants (Right to Acquire Class A Common Stock)	$15.00	2011-02-16	Class A Common Stock (93333)		Indirect

Footnotes

F1: This Amendment No. 1 amends and supplements that certain Form 3 filed on December 8, 2008 (the "Form 3"), by Intel
Corporation, a Delaware corporation ("Reporting Person" or "Intel") relating to securities of Clearwire Corporation, a
Delaware corporation ("Clearwire" or the "Issuer"). This Amendment No. 1 is filed to report the Reporting Person's receipt
of beneficial ownership of an additional 8,823,530 Clearwire Class B shares of Common Stock ("Class B Common Stock") and
8,823,530 Clearwire Communications Class B Common Units ("Class B Common Units") as a result of the post-closing adjustment
as provided for in that certain Transaction Agreement and Plan of Merger, made and entered into as of May 7, 2008, by and
among Intel, Clearwire and the other parties thereto (the "Transaction Agreement"). Except as specifically set forth herein,
the Form 3 remains unmodified.

F2: On February 26, 2009, Clearwire Communications LLC issued to Intel Capital Wireless Investment Corporation 2008A ("Intel
Entity A"), Intel Capital Wireless Investment Corporation 2008B ("Intel Entity B") and Intel Capital Wireless Investment
Corporation 2008C ("Intel Entity C" and collectively with Intel Entity A and Intel Entity B, the "Intel Entities") for no
additional consideration an aggregate of 8,823,530 Class B Common Units and 8,823,530 Voting Units ("Voting Units") pursuant
to the post-closing adjustment provisions of the Transaction Agreement.
Pursuant to the Transaction Agreement, immediately thereafter, the Intel Entities delivered all of such Voting Units to
Clearwire and Clearwire issued an aggregate of 8,823,530 shares of Class B Common Stock to the Intel Entities.

F3: The post-closing adjustment was determined based on the formula previously specified in the Transaction Agreement and was not
subject to any discretion by Intel. The amount of the post-closing adjustment was determined based on the trading prices of
Clearwire's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") on the Nasdaq Global Select Market
over 15 randomly selected trading days during the 30-trading day period ending on February 25, 2009. Due to the trading
prices of the Class A Common Stock during the adjustment period, the final price per share and unit, as applicable, was the
floor price of $17.00. The number of shares of Class B Common Stock and Clearwire Communications' Class B Common Units
received by the Intel Entities equaled the investment amount of such Intel Entities divided by $17.00.

F4: The securities reported in Table I and in Table II of this report are owned indirectly by Intel. Certain wholly owned
subsidiaries of Intel entered into an Equityholders' Agreement dated as of November 28, 2008 (the "Equityholders'
Agreement") with Clearwire 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.

F5: Each share of Class B Common Stock, together with one Class B Common Unit, is exchangeable at any time, subject to certain
limited exceptions, beginning on May 28, 2009, at the option of the holder, into one fully paid and nonassessable share of
Class A Common Stock and has no expiration date.