Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the Schedule 13D filed by Mount Kellett Capital Management LP on November 1, 2012 (the “Initial Schedule 13D”), as amended by Amendment No. 1, filed on December 17, 2012, Amendment No. 2, filed on January 17, 2013, and Amendment No. 3 filed by the Reporting Persons on May 3, 2013 (collectively with the Initial Schedule 13D, the “Amended Schedule 13D”). This Amendment No. 4 is being filed by the undersigned pursuant to §240.13d-2(a), with respect to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Shares”), of Clearwire Corporation, a Delaware corporation (the “Issuer” or “Company”), whose principal executive offices are located at 1475 120th Avenue Northeast, Bellevue, WA 98005. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Amended Schedule 13D is hereby amended and supplemented as follows:
On Tuesday, May 21, 2013, Sprint revised its Buyout Offer related to the Merger to increase the proposed offering price from $2.97 per share to $3.40 per share. In light of this, the Company moved its shareholder meeting that was scheduled to be held on Tuesday, May 21, 2013, to Friday, May 31, 2013, at which
meeting a vote is expected to be held on the Merger.
T
he Reporting Persons continue to unanimously believe that the proposed price offered by Sprint is too low. Consequently, following discussions on Tuesday, May 21, 2013, the Reporting Persons unanimously agreed to extend the Group Agreement through Monday, June 3, 2013, unless the Group Agreement is earlier terminated.
Except as described above and in the Amended Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Amended Schedule 13D is hereby amended and supplemented as follows:
Exhibit 7.10: Joint Filing Agreement