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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
See footnote (3) | (4) | (4) | (4) | See footnote (5) | 650,587,860 | 650,587,860 | I | See footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPRINT NEXTEL CORP 6200 SPRINT PARKWAY OVERLAND PARK, KS 66251 |
X |
/s/ Timothy P. O'Grady | 07/10/2013 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the Agreement and Plan of Merger, dated as of December 17, 2012, as amended on April 18, 2013, May 21, 2013 and June 20, 2013 (the "Merger Agreement"), by and among the Issuer, Sprint Nextel Corporation ("Sprint") and Collie Acquisition Corp. ("Merger Sub"), on July 9, 2013, Merger Sub was merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Sprint. Immediately prior to the effective time of the merger, Sprint owned 734,774,161 shares of common stock of Merger Sub. Pursuant to the Merger Agreement, at the effective time of the merger, such shares were converted into 734,774,161 shares of Class A Common Stock of the Issuer. |
(2) | Sprint indirectly beneficially owns 88,422,958 shares of Class A Common Stock of the Issuer because of its interests in Sprint HoldCo, LLC and SN UHC 1, Inc. Sprint HoldCo, LLC, which is a wholly owned subsidiary of Sprint, owns 57,500,000 shares of Class A Common Stock of the Issuer. SN UHC 1, Inc., which is a wholly owned subsidiary of Sprint, owns 30,922,958 shares of Class A Common Stock of the Issuer. |
(3) | Class B Common Stock, par value $0.0001 per share of the Issuer. |
(4) | Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications Inc. ("Clearwire Communications"), is exchangeable at any time, subject to certain exceptions, at the option of the holder, into one fully paid and nonassessable share of Class A Common Stock of the Issuer and has no expiration date. There is no exercise price payable in connection with the exchanges. |
(5) | Class A Common Stock, par value $0.0001 of the Issuer. |
(6) | Sprint indirectly beneficially owns 650,587,860 shares of Class B Common Stock of the Issuer, together with a corresponding number of Class B Common Units of Clearwire Communications, because of its interests in Sprint HoldCo, LLC and SN UHC 1, Inc. Sprint HoldCo, LLC, which is a wholly owned subsidiary of Sprint, owns 647,859,348 shares of Class B Common Stock of the Issuer, together with a corresponding number of Class B Common Units of Clearwire Communications. SN UHC 1, Inc., which is a wholly owned subsidiary of Sprint, owns 2,728,512 shares of Class B Common Stock of the Issuer, together with a corresponding number of Class B Common Units of Clearwire Communications. |