sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
__________
 
SCHEDULE 13D/A
(Amendment No. 6)
(Rule 13d-101)
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
 
Clearwire Corporation
(Name of Issuer)

Class A Common Stock
(Title of Series of Securities)
 
18538Q 10 5
(CUSIP number)

Cary I. Klafter
Vice President and Corporate Secretary
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054-1549
(408) 765-8080


Copy to:
Gregory T. Davidson
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California  94303-1125
(650) 849-5300
______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
May 9, 2011
(Date of Event Which Requires Filing of this Statement)
 

 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 

CUSIP No.                       18538Q 10 5
13D/A
  

1
name of reporting  persons
s.s. or i.r.s. identification nos. of above persons
 
Intel Corporation
94-1672743
2
check the appropriate box if a member of a group*                                                                                                                                      
 
(a) o
(b) x
 
3
sec use only
 
 
4
source of funds
 
WC
5
check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)
 
 
o
6
citizenship or place of organization
 
Delaware
number of
shares
7
sole voting power
 
 
beneficially
owned by
8
shared voting power
 
102,404,811*
each
reporting
9
sole dispositive power
 
 
person with
10
shared dispositive power
 
 
102,404,811*
11
aggregate amount beneficially owned by each reporting person
 
102,404,811*
12
check box if the aggregate amount in row (11) excludes certain shares
 
 
x**
13
percent of Series represented by amount in row (11)
 
32.8%*
14
type of reporting person
 
CO
 
*
See discussion in Items 4 through 6 of that certain Statement on Schedule 13D filed on December 8, 2008, as amended by that certain Amendment No. 1 filed on February 27, 2009, that certain Amendment No. 2 filed on November 13, 2009, that certain Amendment No. 3 filed on December 22, 2009, that certain Amendment No. 4 filed on December 6, 2010, that certain Amendment No. 5 filed on December 14, 2010, and this Amendment No. 6.  As more fully described in the responses to Items 4 through 6 therein, the Reporting Person and certain other beneficial owners of Class A Common Stock identified therein may be deemed to be members of a “group” under Section 13(d) of the Act by virtue of the Equityholders’ Agreement described therein.  Neither the filing of this Statement on Schedule 13D nor any amendment thereto nor any of their respective contents shall be deemed to constitute an admission by the Reporting Person that, except as expressly set forth herein and therein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
 
 
**
See Item 5(a)-(b) of this Statement on Schedule 13D, as amended to date.
 

 
 
 

This Amendment No. 6 amends and supplements that certain Statement on Schedule 13D filed on December 8, 2008, as amended by that certain Amendment No. 1 filed on February 27, 2009, that certain Amendment No. 2 filed on November 13, 2009, that certain Amendment No. 3 filed on December 22, 2009, that certain Amendment No. 4 filed on December 6, 2010, and that certain Amendment No. 5 filed on December 14, 2010 (collectively, the “Schedule 13D”), by Intel Corporation, a Delaware corporation (the “Reporting Person” or “Intel”), with respect to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Clearwire Corporation, a Delaware corporation (“Clearwire” or the “Issuer”).

Capitalized terms used herein and not otherwise defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D.  Except as specifically set forth herein, the Schedule 13D remains unmodified.
 
 
Item 4.
Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented by adding the following information:

Intel periodically rebalances its equity portfolio based on Intel’s goals, the performance of stocks in its portfolio and its evaluation of market conditions.  These sales will also allow Intel to realize certain tax benefits.  Intel has determined to sell, through its wholly owned subsidiary, Intel Capital, up to 10,000,000 shares of Class A Common Stock of Clearwire in public open market transactions on the NASDAQ Global Select Market.  The sales will be made beginning on or about May 13, 2011, in such volumes and over such time period as determined by Intel and in compliance with all applicable securities laws.

WiMAX continues to be strategically important to Intel, and the sale of the Class A Common Stock does not affect any contractual obligations or business arrangements between Intel and Clearwire.

Item 5.  Interest in Securities of the Issuer.
 
Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows:

(a)-(b)

The Reporting Person does not directly own any shares of Class A Common Stock of the Issuer. As of the date of filing of this Amendment No. 6, by reason of the provisions of Rule 13d-3 under the Act, the Reporting Person is deemed to beneficially own and to share voting and investment power with respect to 102,404,811 shares of Class A Common Stock that are beneficially owned as follows:
 
·  
36,759,999 shares of Class A Common Stock that are beneficially owned as follows: 33,333,333 shares of Class A Common Stock that are held of record by Intel Capital; 3,333,333 shares of Class A Common Stock that are held of record by Intel Cayman; and warrants exercisable for 93,333 shares of Class A Common Stock that are held of record by Middlefield; and
 
·  
65,644,812 shares of Class A Common Stock that are beneficially owned as follows: 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity A; 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity B; and 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity C.

Each share of Class B Common Stock, together with one Class B Common Unit, is exchangeable at any time at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer.

In addition, by virtue of the Equityholders’ Agreement entered into at the Closing (see Item 6 of the Schedule 13D), the Reporting Person may be deemed to be a member of a “group” under Section 13(d) of the Act with respect to the 102,404,811 shares of Class A Common Stock beneficially owned by the Reporting Person and the following shares which are reported separately from this Amendment No. 6, based upon the information contained in that certain Amendment No. 4 to the Statement on Schedule 13D dated December 7, 2010 filed by such persons and other information provided to the Reporting Person by such persons, pursuant to which such persons have reported that they beneficially own: 531,724,348 shares of Class A Common Stock beneficially owned by the Sprint Entities, 88,504,132 shares of Class A Common Stock beneficially owned by the Comcast Entities, 34,639,803 shares of Class A Common Stock beneficially owned by Eagle River, 29,411,765 shares of Class A Common stock beneficially owned by Google, 46,404,782 shares of Class A Common Stock beneficially owned by the TWC Entities, 36,322,969 shares of Class A Common Stock beneficially owned by Craig O. McCaw and 8,474,440 shares of Class A Common Stock beneficially owned by the BHN Entities.  The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by such other persons.

To the knowledge of the Reporting Person, none of the persons listed on Schedule A to the Schedule 13D, as amended and restated in this Amendment No. 6, beneficially owns any shares of the Class A Common Stock as of the date of filing of this Amendment No. 6.  Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the persons listed on Schedule A that he or she is the beneficial owner of any Class A Common Stock referred to herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)

Based upon information provided to the Reporting Person by Eagle River, on April 26, 2011, Eagle River sold 5,000,000 shares of Class A Common Stock to a third party in a block sale at a price of $5.15 per share.  This sale is reflected in the beneficial ownership of Eagle River reported in this Amendment No. 6.

Except as set forth or incorporated herein, neither the Reporting Person nor, to its knowledge, any person listed on Schedule A or named in Item 5(a), has effected any transaction in the Class A Common Stock during the past 60 days.


 
 
 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
                Dated as of May 10, 2011
 INTEL CORPORATION  
       
 
By:
/s/  Stacy J. Smith   
  Name:  Stacy J. Smith   
  Title:   
Senior Vice President
Chief Financial Officer 
  
       
 
 


 
 
 

SCHEDULE A

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:


DIRECTORS AND EXECUTIVE OFFICERS OF INTEL CORPORATION

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are as set forth below.

Directors:

   
Present Principal Occupation
  
 Present Business
    
Name
  
or Employment
  
Address
  
Citizenship
Jane E.
Shaw
  
Chairman of the Board, Intel Corporation
Retired Chairman and Chief Executive Officer, Aerogen, Inc.
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A./U.K.
             
Paul S. Otellini
  
President and Chief Executive Officer
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
Ambassador
Charlene Barshefsky
  
Senior International Partner, Wilmer Cutler Pickering Hale & Dorr LLP
  
1875 Pennsylvania Avenue, NW, Washington, DC 20006
  
U.S.A.
             
Susan L. Decker
  
Private Investor and Advisor
 
  
2494 Sand Hill Road, Suite 200, Menlo Park, CA 94025
  
U.S.A.
             
John J. Donahoe
  
President and Chief Executive Officer, eBay Inc.
  
2145 Hamilton Avenue
San Jose, CA 95125
 
 
  
U.S.A.
             
Reed E.
Hundt
  
Principal, REH Advisors LLC
  
2001 K Street, NW
Washington, DC 20006
  
U.S.A.
             
James D. Plummer
  
John M. Fluke Professor of Electrical Engineering; Frederick E. Terman Dean of the School of Engineering, Stanford University
  
Stanford University
Terman 214, Mail Code 4027
Stanford, CA 94305
  
U.S.A.
             
David S. Pottruck
  
Chairman and Chief Executive Officer, Red Eagle Ventures, Inc.
  
201 Spear Street, Suite 1150
San Francisco, CA 94105
  
U.S.A.
             
             
Frank D. Yeary
  
Vice Chancellor
University of California, Berkeley
  
200 California Hall #1500
Berkeley, CA 94720
  
U.S.A.
             
David B. Yoffie
  
Max and Doris Starr Professor of International Business Administration, Harvard Business School
  
Harvard Business School
 Morgan Hall 215, Soldiers Field Park Rd.
Boston, MA 02163
  
U.S.A.
 
Non-Director Executives:

Name
  
Present Principal Occupation or Employment
  
Present Business Address
  
Citizenship
Andy D.
Bryant
  
Executive Vice President, Technology, Manufacturing and Enterprise Services
Chief Administrative Officer
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
Sean M. Maloney
  
Executive Vice President
General Manager, Intel Architecture Group
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.K.
             
David
Perlmutter
  
Executive Vice President
General Manager, Intel Architecture Group
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
Israel
             
Arvind
Sodhani
  
Executive Vice President
President, Intel Capital
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
             
William M.
Holt
  
Senior Vice President
General Manager, Technology and Manufacturing Group
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
A. Douglas Melamed
  
Senior Vice President
General Counsel
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
Thomas M. Kilroy
  
Senior Vice President
General Manager, Sales and Marketing Group
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.
             
Stacy J.
Smith
  
Senior Vice President
Chief Financial Officer
  
2200 Mission College Blvd. Santa Clara, CA 95054-1549
  
U.S.A.