SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

BHN SPECTRUM INVESTMENTS, LLC

(Last)

(First)

(Middle)

5000 CAMPUSWOOD DRIVE

(Street)

EAST SYRACUSE

13057-4250

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/28/2008

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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 p/v $0.0001 per share of Clearwire Corp	0 ^{( 1 )} ^{( 2 )}	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock p/v $0.0001 per share of Clearwire Corp	^{( 3 )}	^{( 3 )}	Class A Common Stock	5,000,000 ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}	^{( 3 )}	D
Class B Common Units of Clearwire Communications, LLC	^{( 3 )}	^{( 3 )}	Class A Common Stock	5,000,000 ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}	^{( 3 )}	D

Explanation of Responses:

1. BHN Spectrum Investments, LLC ("BHN Spectrum") has 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, BHN Spectrum 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. The number securities of the Issuer and Clearwire Communications, LLC, a subsidiary of the Issuer ("Clearwire LLC"), beneficially owned by BHN Spectrum as reported herein does not include the holdings of any Unaffiliated Stockholders. BHN Spectrum does not have any "pecuniary interest" in the securities of the Issuer or any of its subsidiaries owned by the Unaffiliated Stockholders. For additional information regarding the Equityholders' Agreement, see the Statement on Schedule 13D filed by BHN Spectrum and the other reporting persons named therein.

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, subject to certain limited exceptions, on the date that is 180 days after the closing (the "Closing") of the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Bright House Networks, LLC, the direct parent company of BHN Spectrum, and the other parties thereto (the "Transaction Agreement"), 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.

4. BHN Spectrum received the shares of Class B Common Stock and Class B Common Units reported in Table II on November 28, 2008 pursuant to the Transaction Agreement in exchange for a $100 million investment in Clearwire LLC and based upon a purchase price of $20.00 per share. The number of shares of Class B Common Stock and Class B Common Units that BHN Spectrum received pursuant to the Transaction Agreement is subject to a post-closing adjustment based upon the trading price of Class A Common Stock on NASDAQ over 15 randomly selected trading days during the 30-day trading period ending on the 90th day after the Closing. The aggregate number of shares of Class B Common Stock and Class B Common Units that BHN Spectrum ultimately receive for its investment will be equal to its investment amount divided by the volume weighted average price on those randomly selected days. The volume-weighted price is subject to a cap of $23.00 per share and a floor of $17.00 per share.

	/s/ Donald E. Newhouse	12/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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