Edgar Filing: COMCAST CORP

Ownership Submission

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COMCAST CORP

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)

ONE COMCAST CENTER

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009

(Street)

PHILADELPHIA, PA 19103-2838

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock, p/v $0.0001/share, of Clearwire Corp

⁽³⁾

12/21/2009

J⁽⁴⁾

7,527,639 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

⁽³⁾

Class A Common Stock, p/v $0.0001/share, of Clearwire Corp

7,527,639 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾

87,367,362 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Class B Common Units of Clearwire Communications, LLC

⁽³⁾

12/21/2009

J⁽⁴⁾

7,527,639 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

⁽³⁾

Class A Common Stock, p/v $0.0001/share, of Clearwire Corp

7,527,639 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾

87,367,362 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COMCAST CORP ONE COMCAST CENTER PHILADELPHIA, PA 19103-2838		X

Signatures

/s/ Arthur R. Block, Senior Vice President of Comcast Corporation		12/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Certain wholly owned subsidiaries of Comcast Corporation ("Comcast") have entered into an Equityholders' Agreement dated as of November 28, 2008 (the "Equityholders' Agreement") with Clearwire Corporation (the "Issuer") and the other parties thereto (collectively, the "Unaffiliated Stockholders").
(2)	By virtue of the Equityholders' Agreement, Comcast and the Unaffiliated Stockholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. The number of securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by Comcast as reported herein does not include the holdings of any Unaffiliated Stockholders. Comcast does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders.
(3)	Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire LLC (a "Class B Common Unit"), is exchangeable at any time into one fully paid and nonassessable share of Class A Common Stock of the Issuer, subject to certain limited exceptions, without an expiration date. There is no exercise price payable in connection with exchanges.
(4)	On November 9, 2009, Comcast entered into an Investment Agreement (the "Investment Agreement") with the Issuer, Clearwire LLC, Sprint Nextel Corporation, Time Warner Cable Inc., Intel Corporation, Eagle River Holdings, LLC, and Bright House Networks, LLC. Pursuant to the Investment Agreement, Comcast agreed to purchase shares of Class B Common Stock and Class B Common Units over a series of three closings in exchange for a total investment of $196 million in Clearwire LLC based upon a purchase price of $7.33 per share, the first of which occurred on November 13, 2009. Comcast received the shares of Class B Common Stock and Class B Common Units reported in Table II on December 21, 2009 pursuant to the second closing under the Investment Agreement in exchange for a $55,177,593.87 investment in Clearwire LLC and based upon a purchase price of $7.33 per share.
(5)	The shares of Class B Common Stock and Class B Common Units reported in Table II are owned indirectly by Comcast through indirect wholly owned subsidiaries.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.