FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCCAW CRAIG 		2. Issuer Name and Ticker or Trading Symbol

CLEARWIRE CORP [ CLWR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2300 CARILLON POINT 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/28/2008
(Street)

KIRKLAND, WA 98033
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   11/28/2008     D    17232005   D $0   (1) 0   I   By Eagle River Holdings, LLC   (3)
Class A Common Stock   11/28/2008     D    111666   D $0   (1) 0   I   By CWCI LLC   (4)
Class B Common Stock   11/28/2008     D    18690953   D $0   (2) 0   I   By Eagle River Holdings, LLC   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $6   11/28/2008     D        1666666      (5) 12/15/2014   Class A Common Stock   1666666     (5) 0   D    
Warrant (right to buy)   $3   11/28/2008     D        375000    11/13/2003   11/13/2013   Class A Common Stock   375000     (6) 0   I   By Eagle River Holdings, LLC   (3)
Warrant (right to buy)   $15   11/28/2008     D        613333    3/7/2007   8/5/2010   Class A Common Stock   613333     (6) 0   I   By Eagle River Holdings, LLC   (3)

Explanation of Responses:
( 1)  Upon the merger of Clearwire Corporation into Clearwire Sub LLC on November 28, 2008, as described in Clearwire Corporation's Registration Statement on Form S-4 filed with the Commission on October 9, 2008 (the "Merger"), the reporting person received consideration other than cash in the form of one share of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock for each share of Clearwire Corporation Class A Common Stock. On the effective date of the Merger, the closing price of Clearwire Corporation Class A Common Stock was $6.62 per share, and the opening price of New Clearwire Corporation Class A Common Stock on the first trading day after the Merger was $7.00 per share.
( 2)  Prior to the Merger and pursuant to the voting agreement entered into on May 7, 2008 among Eagle River Holdings, LLC ("ERH"), Clearwire Corporation, Sprint Nextel Corporation and the other parties thereto, all outstanding shares of Clearwire Corporation Class B Common Stock held by ERH were converted into the same number of shares of Clearwire Corporation Class A Common Stock.
( 3)  The reporting person is the President of ERH and the sole shareholder of Eagle River, Inc. ("ERI"), the manager of ERH. Accordingly, the reporting person may be deemed to share the power to vote or to direct the vote of and dispose or direct the disposition of Clearwire Corporation securities beneficially owned by ERH.
( 4)  The reporting person is a member and manager of CWCI LLC. Accordingly, the reporting person may be deemed to share the power to vote or to direct the vote of and dispose or direct the disposition of Clearwire Corporation securities beneficially owned by CWCI LLC. The reporting person disclaims beneficial ownership in the Clearwire Corporation securities owned by CWCI LLC except to the extent of his pecuniary interest therein.
( 5)  Upon the Merger, this option to receive Clearwire Corporation Class A Common Stock fully vested, and was converted into an option to receive the same number of shares of New Clearwire Corporation (subsequently named Clearwire Corporation) Class A Common Stock at the same exercise price.
( 6)  Upon the Merger, this warrant to receive Clearwire Corporation Class A Common Stock was converted into a warrant to receive the same number of shares of New Clearwire Corporation (subsequently named Clearwire Corporation) Class A Common Stock at the same exercise price.

Remarks:
Exhibit List Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCCAW CRAIG
2300 CARILLON POINT
KIRKLAND, WA 98033 		X X


Signatures
By: David C. Baca, Attorney-In-Fact 11/28/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Clearwire (MM) (NASDAQ:CLWRD)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Clearwire (MM) Charts.
Clearwire (MM) (NASDAQ:CLWRD)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Clearwire (MM) Charts.