SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)*
Clearwire
Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
18538Q105
(CUSIP Number)
Pamela E. Powers
Executive Vice President, Secretary and Treasurer
Crest Financial Limited
JP Morgan Chase Tower
600 Travis, Suite 6800
Houston, TX 77002
Tel: (713) 222 6900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Stephen M. Gill
Kai Haakon E. Liekefett
Vinson & Elkins LLP
First City Tower
1001 Fannin Street, Suite 2500
Houston, TX 77002
Tel: (713) 758 2222
March 19, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be
sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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1
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Names of Reporting Persons
Crest Financial Limited
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
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Source of Funds (See
Instructions)
WC, SC
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
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Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
36,183,649
|
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9
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Sole Dispositive Power
0
|
|
10
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Shared Dispositive Power
36,183,649
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649
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12
|
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by
Amount in Row (11)
5.18%(1)
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14
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Type of Reporting Person (See
Instructions)
PN
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(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
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1
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Names of Reporting Persons
Crest Investment Company
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
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8
|
|
Shared Voting Power
36,183,649
|
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9
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Sole Dispositive Power
0
|
|
10
|
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Shared Dispositive Power
36,183,649
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649
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12
|
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by
Amount in Row (11)
5.18%(1)
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14
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
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1
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Names of Reporting Persons
Jamal and Rania Daniel Revocable Trust
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
|
8
|
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Shared Voting Power
36,183,649
|
|
9
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Sole Dispositive Power
0
|
|
10
|
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Shared Dispositive Power
36,183,649
|
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
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Percent of Class Represented by
Amount in Row (11)
5.18%(1)
|
14
|
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Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
|
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1
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Names of Reporting Persons
Jamal Daniel
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
United States of
America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
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Shared Voting Power
36,183,649
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
36,183,649
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
5.18%(1)
|
14
|
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Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
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1
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Names of Reporting Persons
Rania Daniel
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
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Citizenship or Place of
Organization
United States of
America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
36,183,649
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
36,183,649
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
5.18%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
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1
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Names of Reporting Persons
DTN LNG, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
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Source of Funds (See
Instructions)
WC
|
5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
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8
|
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Shared Voting Power
9,623,249
|
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9
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Sole Dispositive Power
0
|
|
10
|
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Shared Dispositive Power
9,623,249
|
11
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,623,249
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
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Percent of Class Represented by
Amount in Row (11)
1.38%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
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1
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Names of Reporting Persons
DTN Investments, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
WC, OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
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|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
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Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
10,173,249
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
10,173,249
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,173,249
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
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Percent of Class Represented by
Amount in Row (11)
1.46%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
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1
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Names of Reporting Persons
Daria Daniel 2003 Trust
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2
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|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
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SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
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|
Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
3,391,083
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
3,391,083
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.49%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
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1
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Names of Reporting Persons
Thalia Daniel 2003 Trust
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
3,391,083
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
3,391,083
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.49%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
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|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Naia Daniel 2003 Trust
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
3,391,083
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
3,391,083
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.49%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
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|
|
|
|
|
|
1
|
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Names of Reporting Persons
John M. Howland
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
PF, OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
United States of
America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
23,000
|
|
8
|
|
Shared Voting Power
10,173,249
|
|
9
|
|
Sole Dispositive Power
23,000
|
|
10
|
|
Shared Dispositive Power
10,173,249
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,196,249
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
1.46%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Eric E. Stoerr
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
PF
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
United States of
America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
22,000
|
|
8
|
|
Shared Voting Power
0
|
|
9
|
|
Sole Dispositive Power
22,000
|
|
10
|
|
Shared Dispositive Power
0
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.00%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Halim Daniel 2012 Trust
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
WC, OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
11,051,521
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
11,051,521
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,051,521
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
1.58%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Halim Daniel
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
PF
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Lebanon
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
200,000
|
|
8
|
|
Shared Voting Power
11,051,521
|
|
9
|
|
Sole Dispositive Power
200,000
|
|
10
|
|
Shared Dispositive Power
11,051,521
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,251,521
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
1.61%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Michael Wheaton
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
OO
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
11,051,521
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
11,051,521
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,051,521
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
1.58%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of
Class A common stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Uniteg Holding SA
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
WC
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Switzerland
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
600,000
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
600,000
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.09%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Mila Hotels International SA
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
WC
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Switzerland
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
300,000
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
300,000
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.04%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
Crest Switzerland LLC
|
2
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See
Instructions)
WC
|
5
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
600,000
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
600,000
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
|
12
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
0.09%(1)
|
14
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013, there were 699,157,146 shares of Class A common
stock outstanding as of March 7, 2013.
|
This Amendment No. 4 (this
Amendment
) amends and supplements the
Statement on Schedule 13D (the
Schedule 13D
) of Crest Financial Limited (
CFL
), Crest Investment Company (
CIC
), the Jamal and Rania Daniel Revocable Trust (the
Jamal and
Rania Daniel Trust
), Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC (
DTN LNG
), DTN Investments, LLC (
DTN Investments
), the Daria Daniel 2003 Trust (the
Daria Daniel
Trust
), the Thalia Daniel 2003 Trust (the
Thalia Daniel Trust
), the Naia Daniel 2003 Trust (the
Naia Daniel Trust
), Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012
Trust (the
Halim Daniel Trust
), Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel Trust, Mr. Halim Daniel, Uniteg Holding SA (
Uniteg
), Mila Hotels International SA
(
Mila
) and Crest Switzerland, LLC (
Crest Switzerland
and, together with CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, DTN Investments, the Daria Daniel
Trust, the Thalia Daniel Trust, the Naia Daniel Trust, Mr. Howland, Mr. Stoerr, the Halim Daniel Trust, Mr. Wheaton, Mr. Halim Daniel, Uniteg, Mila and Crest Switzerland, the
Reporting Persons
) that was filed
in respect of Clearwire Corporation (the
Issuer
) on June 1, 2012 and amended by Amendment No. 1 filed on November 7, 2012 (
Amendment No. 1
), Amendment No. 2 filed on December 18, 2012 (
Amendment
No. 2
) and Amendment No. 3 filed on March 13, 2013 (
Amendment No. 3
).
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs after the third paragraph thereof:
CFL recently engaged the proxy solicitation firm D.F. King & Co., Inc. (
DF King
) to assist CFL in its
opposition against the proposed merger of the Issuer with Sprint Nextel Corporation (the
Sprint-Clearwire Merger
).
On March 19, 2013, CFL made a demand to obtain a stockholder list and certain related records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law (the
Demand
Letter
). CFL intends to use this information to communicate with other stockholders of the Issuer regarding the corporate affairs of the Issuer, including, without limitation, the solicitation of proxies regarding the proposed
Sprint-Clearwire Merger. A copy of the Demand Letter is attached hereto as
Exhibit 2
and is incorporated herein by reference. The description herein of the Demand Letter is qualified in its entirety by reference to the Demand Letter.
On March 20, 2013, CFL issued a press release (the
Press Release
). A copy of the Press Release is attached
hereto as
Exhibit 3
. In the Press Release, CFL announces the engagement of DF King and the demand of the Issuers stockholder list.
CFL INTENDS TO FILE OTHER DOCUMENTS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
SEC
) REGARDING THE PROPOSED SPRINT-CLEARWIRE MERGER. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE ISSUER ARE URGED TO READ SUCH OTHER DOCUMENTS REGARDING THE PROPOSED MERGER, CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. INVESTORS AND
SECURITY HOLDERS OF THE ISSUER MAY OBTAIN FREE COPIES OF OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC BY CFL AT THE SECS WEBSITE AT WWW.SEC.GOV.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended by restating the first paragraph thereof as follows:
(a) The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Purchased Shares, representing approximately 8.2% of the outstanding Shares based upon the
699,157,146 Shares stated to be outstanding as of March 7, 2013 according to the Issuers Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on March 12, 2013.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Other than Asset Purchase Agreement as described in Item 3 hereof (which has been fully performed by the parties thereto in 2004), the
Joint Filing Agreement attached hereto as Exhibit 1, the Demand Letter attached hereto as Exhibit 2, the Press Release attached hereto as Exhibit 3, the Press Release attached to Amendment No. 3 as Exhibit 2, the FCC Letter and the Report attached
to Amendment No. 3 as Exhibit 3, the Press Release attached to Amendment No. 2 as Exhibit 2, the Stockholder Letter attached to Amendment No. 1 as Exhibit 2 and the Press Release attached to Amendment No. 1 as Exhibit 3, neither the Reporting
Persons nor, to the best of the Reporting Persons knowledge, any person named on Schedule A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7.
|
Material to be Filed as Exhibits.
|
The following documents are filed as exhibits:
|
|
|
Exhibit
Number
|
|
Exhibit Name
|
|
|
Exhibit 1
|
|
Joint Filing Agreement dated as of March 19, 2013, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania
Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust, Mr. Michael Wheaton, Mr. Halim Daniel, Uniteg
Holding SA, Mila Hotels International SA and Crest Switzerland, LLC
|
|
|
Exhibit 2
|
|
Demand Letter to Clearwire Corporation by Crest Financial Limited dated as of March 19, 2013
|
|
|
Exhibit 3
|
|
Press Release by Crest Financial Limited dated as of March 20, 2013
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: March 19, 2013
|
|
|
|
|
CREST FINANCIAL LIMITED
|
|
|
by
|
|
/s/ Pamela E. Powers
|
|
|
Name:
|
|
Pamela E. Powers
|
|
|
|
|
|
Title:
|
|
Executive Vice President, Secretary and Treasurer
|
|
CREST INVESTMENT COMPANY
|
|
|
by
|
|
/s/ Pamela E. Powers
|
|
|
Name:
|
|
Pamela E. Powers
|
|
|
|
|
|
Title:
|
|
Executive Vice President, CFO and Treasurer
|
|
JAMAL AND RANIA DANIEL REVOCABLE TRUST
|
|
|
by
|
|
/s/ Jamal Daniel
|
|
|
Name:
|
|
Jamal Daniel
|
|
|
|
|
|
Title:
|
|
Trustee
|
|
|
|
|
|
JAMAL DANIEL
|
|
|
by
|
|
/s/ Jamal Daniel
|
|
|
Name:
|
|
Jamal Daniel
|
|
RANIA DANIEL
|
|
|
by
|
|
/s/ Rania Daniel
|
|
|
Name:
|
|
Rania Daniel
|
|
DTN LNG, LLC
|
|
|
by
|
|
/s/ Pamela E. Powers
|
|
|
|
|
|
Name:
|
|
Pamela E. Powers
|
|
|
|
|
|
Title:
|
|
Manager, President, Secretary and Treasurer
|
|
DTN INVESTMENTS, LLC
|
|
|
by
|
|
/s/ Pamela E. Powers
|
|
|
|
|
|
Name:
|
|
Pamela E. Powers
|
|
|
|
|
|
Title:
|
|
Manager, President, Secretary and Treasurer
|
|
DARIA DANIEL TRUST
|
|
|
by
|
|
/s/ John M. Howland
|
|
|
|
|
|
Name:
|
|
John M. Howland
|
|
|
|
|
|
Title:
|
|
Trustee
|
|
THALIA DANIEL TRUST
|
|
|
by
|
|
/s/ John M. Howland
|
|
|
|
|
|
Name:
|
|
John M. Howland
|
|
|
|
|
|
Title:
|
|
Trustee
|
|
NAIA DANIEL TRUST
|
|
|
by
|
|
/s/ John M. Howland
|
|
|
|
|
|
Name:
|
|
John M. Howland
|
|
|
|
|
|
Title:
|
|
Trustee
|
|
|
|
|
|
JOHN M. HOWLAND
|
|
|
by
|
|
/s/ John M. Howland
|
|
|
|
|
|
Name:
|
|
John M. Howland
|
|
ERIC E. STOERR
|
|
|
by
|
|
/s/ Eric E. Stoerr
|
|
|
|
|
|
Name:
|
|
Eric E. Stoerr
|
|
HALIM DANIEL 2012 TRUST
|
|
|
by
|
|
/s/ Michael Wheaton
|
|
|
|
|
|
Name:
|
|
Michael Wheaton
|
|
|
|
|
|
Title:
|
|
Trustee
|
|
HALIM DANIEL
|
|
|
by
|
|
/s/ Halim Daniel
|
|
|
|
|
|
Name:
|
|
Halim Daniel
|
|
MICHAEL WHEATON
|
|
|
by
|
|
/s/ Michael Wheaton
|
|
|
|
|
|
Name:
|
|
Michael Wheaton
|
|
UNITEG HOLDING SA
|
|
|
by
|
|
/s/ Halim Daniel
|
|
|
Name:
|
|
Halim Daniel
|
|
|
|
|
|
Title:
|
|
President
|
|
MILA HOTELS INTERNATIONAL SA
|
|
|
by
|
|
/s/ Halim Daniel
|
|
|
Name:
|
|
Halim Daniel
|
|
|
|
|
|
Title:
|
|
President
|
|
CREST SWITZERLAND, LLC
|
|
|
by
|
|
/s/ Pamela E. Powers
|
|
|
Name:
|
|
Pamela E. Powers
|
|
|
|
|
|
Title:
|
|
Manager
|
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Exhibit Name
|
|
|
Exhibit 1
|
|
Joint Filing Agreement dated as of March 19, 2013, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania
Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust, Mr. Michael Wheaton, Mr. Halim Daniel, Uniteg
Holding SA, Mila Hotels International SA and Crest Switzerland, LLC
|
|
|
Exhibit 2
|
|
Demand Letter to Clearwire Corporation by Crest Financial Limited dated as of March 19, 2013
|
|
|
Exhibit 3
|
|
Press Release by Crest Financial Limited dated as of March 20, 2013
|
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