Sec Form 4 Filing - TIME WARNER CABLE INC. @ Clearwire Corp /DE - 2012-10-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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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1. Name and Address of Reporting Person
TIME WARNER CABLE INC.
2. Issuer Name and Ticker or Trading Symbol
Clearwire Corp /DE [ CLWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
60 COLUMBUS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2012
(Street)
NEW YORK, NY10023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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, p/v $0.0001/share, of Clearwire Corp 10/03/2012 S 46,404,782 ( 1 ) D $ 1.37 0 I See footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY10023
X
TWC WIRELESS HOLDINGS I LLC
60 COLUMBUS CIRCLE
NEW YORK, NY10023
X
TWC WIRELESS HOLDINGS II LLC
60 COLUMBUS CIRCLE
NEW YORK, NY10023
X
TWC WIRELESS HOLDINGS III LLC
60 COLUMBUS CIRCLE
NEW YORK, NY10023
X
Signatures
TIME WARNER CABLE INC., By: /s/ Satish Adige, Senior Vice President, Investments 10/03/2012
Signature of Reporting Person Date
TWC WIRELESS HOLDINGS I LLC, By: /s/ Satish Adige, Senior Vice President, Investments 10/03/2012
Signature of Reporting Person Date
TWC WIRELESS HOLDINGS II LLC, By: /s/ Satish Adige, Senior Vice President, Investments 10/03/2012
Signature of Reporting Person Date
TWC WIRELESS HOLDINGS III LLC, By: /s/ Satish Adige, Senior Vice President, Investments 10/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A Common Stock reported in Table I were owned indirectly by Time Warner Cable Inc. ("TWC") through its indirect wholly owned subsidiaries TWC Wireless Holdings I LLC ("TWC I"), TWC Wireless Holdings II LLC ("TWC II") and TWC Wireless Holdings III LLC ("TWC III" and together with TWC I and TWC II, the "TWC Wireless Subsidiaries"). Each of TWC I, TWC II and TWC III owned 15,468,261, 15,468,261 and 15,468,260 shares of Class A Common Stock, respectively. In connection with an internal reorganization effective September 30, 2012, Time Warner Cable LLC, of which TWC is the sole member, distributed its 100% ownership interest in each of the TWC Wireless Subsidiaries to TWC. As a result, TWC LLC, previously the sole member of each of the TWC Wireless Subsidiaries, ceased its indirect ownership interest in the Issuer's Class A Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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