Edgar Filing: Sprint HoldCo, LLC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Sprint HoldCo, LLC

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

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

(Last)

(First)

(Middle)

6200 SPRINT PARKWAY

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 Original Filed(Month/Day/Year)

(Street)

OVERLAND PARK,Â KSÂ 66251

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
See footnote ⁽¹⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	See footnote ⁽³⁾	370,000,000 ⁽⁴⁾	$ ⁽⁴⁾	D	Â
See footnote ⁽¹⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	See footnote ⁽³⁾	370,000,000 ⁽⁴⁾	$ ⁽⁴⁾	I	See footnote ⁽⁵⁾
See footnote ⁽²⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	See footnote ⁽³⁾	370,000,000 ⁽⁴⁾	$ ⁽⁴⁾	D	Â
See footnote ⁽²⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	See footnote ⁽³⁾	370,000,000 ⁽⁴⁾	$ ⁽⁴⁾	I	See footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sprint HoldCo, LLC 6200 SPRINT PARKWAY OVERLAND PARK,Â KSÂ 66251	Â	Â X	Â	Â
SPRINT NEXTEL CORP 6200 SPRINT PARKWAY OVERLAND PARK,Â KSÂ 66251	Â	Â X	Â	Â

Signatures

/s/ Timothy P. O?Grady, Name: Timothy P. O?Grady, Title: Vice President, On behalf of Sprint Nextel Corporation		11/28/2008
^**Signature of Reporting Person		Date
/s/ Timothy P. O?Grady, Name: Timothy P. O?Grady, Title: Vice President, On behalf of Sprint HoldCo, LLC		11/28/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Class B Common Stock, par value $0.0001 per share, of Clearwire Corporation
(2)	Class B Common Units of Clearwire Communications, LLC
(3)	Class A Common Stock, par value $0.0001 per share, of Clearwire Corporation
(4)	Each share of Class B Common Stock of the Issuer, together with one Class B Common Unit of Clearwire Communications, LLC (a "Class B Common Unit"), is exchangeable at any time, subject to certain limited exceptions, beginning on the date that is 181 days after the closing of the transactions contemplated by that certain Transaction Agreement and Plan of Merger dated as of May 7, 2008 among Sprint Nextel Corporation ("Sprint Nextel") and the other parties thereto, 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.
(5)	Sprint Nextel is included in this Form 3 solely because of its indirect interest in Sprint HoldCo, LLC, which is a wholly-owned subsidiary of Sprint Nextel. Sprint Nextel's address is 6200 Sprint Parkway, Overland Park, Kansas, 66251.

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