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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EDNIE STEVE
2. Issuer Name and Ticker or Trading Symbol

Clearwire Corp /DE [ CLWR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

1475 120TH AVENUE NORTHEAST
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2013
(Street)

BELLEVUE, WA 98005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/1/2013     A    138048   (1) A $0.00   459232   D    
Class A Common Stock   3/1/2013     A    103046   (2) A $0.00   562278   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  These restricted stock units (RSUs) were granted on March 1, 2013 and will vest in four equal annual installments beginning on March 1, 2014. In the event that the Company's pending merger with Sprint closes, at the effective time of the merger, these RSUs will be converted into a right to receive a cash payment upon vesting equal to the product of the merger consideration, without interest, and the number of shares of Class A Common Stock subject to this grant, which we refer to as a 2013 Restricted Cash Account. The 2013 Restricted Cash Account will vest in accordance with the original vesting schedule of the RSUs, subject to partial accelerated vesting in the event of certain terminations of the reporting person's employment.
( 2)  These restricted stock units (RSUs) were issued on March 1, 2013, upon certification of achievement of certain performance goals under a 2012 Performance Long-Term Incentive Plan Award granted to the reporting person on February 9, 2012. These RSUs will vest in three equal annual installments beginning on March 1, 2014. In the event that the Company's pending merger with Sprint closes, at the effective time of the merger, these RSUs will be converted into a right to receive a cash payment upon vesting equal to the product of the merger consideration, without interest, and the number of shares of Class A Common Stock subject to this grant, which we refer to as a 2013 Restricted Cash Account. The 2013 Restricted Cash Account will vest in accordance with the original vesting schedule of the RSUs, subject to partial accelerated vesting in the event of certain terminations of the reporting person's employment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EDNIE STEVE
1475 120TH AVENUE NORTHEAST
BELLEVUE, WA 98005


Chief Accounting Officer

Signatures
By Frederick L. Williams, Jr. For Steve Ednie 3/5/2013
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Clearwire Corp. - Class A (MM) (NASDAQ:CLWR)
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