Edgar Filing: CLEARWIRE CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TIME WARNER CABLE INC.

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2008

3. Issuer Name and Ticker or Trading Symbol
CLEARWIRE CORP [CLWR]

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER,Â NORTH TOWER

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
(See Remarks)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share	Â ⁽⁴⁾	Â ⁽⁴⁾	Class A Common Stock	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	$ ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TIME WARNER CABLE INC. ONE TIME WARNER CENTER NORTH TOWER NEW YORK,Â NYÂ 10019	Â	Â	Â	(See Remarks)

Signatures

/s/ David A. Christman, Senior Vice President of Time Warner Cable Inc.		05/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Time Warner Cable Inc. ("TWC") is filing this Form 3 solely because TWC may be deemed to have beneficial ownership pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 43,992,939 shares of Class A Common Stock of Clearwire Corporation ("Clearwire") and 28,596,685 shares of Class B Common Stock of Clearwire (collectively, the "Shares") that are subject to either (i) the voting agreement dated May 7, 2008 among Clearwire, Comcast Corporation ("Comcast") , TWC, Bright House Networks, LLC ("BHN"), Sprint Nextel Corporation ("Sprint"), Google Inc. ("Google"), Intel Corporation ("Intel Parent") and Eagle River Holdings, LLC
(2)	or (ii) the voting agreement dated May 7, 2008 among Clearwire, Comcast, TWC, BHN, Sprint, Google, Intel Parent, Intel Capital Corporation and Intel Capital (Cayman) Corporation (collectively, the "Voting Agreements"), in each case, entered into in connection with the Transaction Agreement and Plan of Merger dated as of May 7, 2008 (the "Transaction Agreement") among Clearwire, Comcast, TWC, BHN, Sprint, Google and Intel Parent. For additional information regarding the Voting Agreements and the Transaction Agreement, see the Statement on Schedule 13D filed by Comcast, TWC, BHN, Newhouse Broadcasting Corporation, Sprint and Google on the date hereof.
(3)	Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by TWC that it is the beneficial owner of the Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. TWC does not have any "pecuniary interest" in the Shares.
(4)	Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock and has no expiration date.
Â Remarks: MemberÂ ofÂ SectionÂ 13(d)Â groupÂ owningÂ moreÂ thanÂ 10%

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