Ownership Submission
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

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 *
Wolff Benjamin G
   2. Issuer Name and Ticker or Trading Symbol
CLEARWIRE CORP [CLWR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
4400 CARILLON POINT		 3. Date of Earliest Transaction (Month/Day/Year)
11/28/2008
(Street)

KIRKLAND, WA 98033		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/28/2008   D   83,333 D $ 0 (2) 610,000 D  
Class A Common Stock (1) 11/28/2008   D   60,000 D $ 0 (2) 550,000 D  
Class A Common Stock (1) 11/28/2008   D   250,000 D $ 0 (2) 300,000 D  
Class A Common Stock (3) 11/28/2008   D   300,000 D $ 0 (2) 0 D  
Class A Common Stock 11/28/2008   D   17,232,005 D $ 0 (2) 0 I By Eagle River Holdings, LLC (5)
Class B Common Stock 11/28/2008   D   18,690,953 D $ 0 (4) 0 I By Eagle River Holdings, LLC (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Stock Option (right to buy) $ 3 11/28/2008   D     333,333 04/01/2008 04/01/2014 Class A Common Stock 333,333 (6) 0 D  
Stock Option (right to buy) $ 6 11/28/2008   D     333,333   (6) 12/15/2014 Class A Common Stock 333,333 (6) 0 D  
Stock Option (right to buy) $ 15 11/28/2008   D     133,333   (6) 01/26/2016 Class A Common Stock 133,333 (6) 0 D  
Stock Option (right to buy) $ 18 11/28/2008   D     333,333   (6) 08/30/2016 Class A Common Stock 333,333 (6) 0 D  
Stock Option (right to buy) $ 18 11/28/2008   D     120,000   (6) 09/15/2016 Class A Common Stock 120,000 (6) 0 D  
Stock Option (right to buy) $ 25 11/28/2008   D     500,000   (6) 03/01/2017 Class A Common Stock 500,000 (6) 0 D  
Warrant (right to buy) $ 3 11/28/2008   D     375,000 11/13/2003 11/13/2013 Class A Common Stock 375,000 (7) 0 I By Eagle River Holdings, LCC (5)
Warrant (right to buy) $ 15 11/28/2008   D     613,333 03/07/2007 08/05/2010 Class A Common Stock 613,333 (7) 0 I By Eagle River Holdings, LCC (5)
Non-Qualified Stock Opton (right to buy) $ 23.3 11/28/2008   D     300,000   (6) 09/14/2017 Class A Common Stock 300,000 (6) 0 D  
Non-Qualified Stock Opton (right to buy) $ 17.11 11/28/2008   D     250,000   (6) 02/15/2015 Class A Common Stock 250,000 (6) 0 D  
Non-Qualified Stock Opton (right to buy) $ 11.03 11/28/2008   D     100,000   (8) 09/19/2015 Class A Common Stock 100,000 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wolff Benjamin G
4400 CARILLON POINT
KIRKLAND, WA 98033		   X   X   Chief Executive Officer  

Signatures

 By: /s/ Frederick L. Williams, Jr. For: Benjamin G. Wolff   12/02/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Upon the merger of Clearwire Corporation into Clearwire Sub LLC on November 28, 2008, as described in Clearwire Corporation's Registration Statement on Form S-4 filed with the Commission on October 9, 2008 (the "Merger"), these restricted stock units fully vested.
(2) Upon the Merger, the reporting person received consideration other than cash in the form of one share of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock for each share of Clearwire Corporation Class A Common Stock. On the effective date of the Merger, the closing price of Clearwire Corporation Class A Common Stock was $6.62 per share, and the opening price of New Clearwire Corporation Class A Common Stock on the first trading day after the Merger was $7.00 per share.
(3) Restricted Stock Units which vest in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances, which do not include the transactions contemplated by that certain transaction agreement and plan of merger among the Company, Sprint Nextel Corporation and certain other parties dated May 7, 2008 (the "Transaction Agreement")).
(4) Prior to the Merger and pursuant to the voting agreeement entered into on May 7, 2008 among Eagle River Holdings, LLC ("ERH"), Clearwire Corporation, Sprint Nextel Corporation and the other parties thereto, all outstanding shares of Clearwire Corporation Class B Common Stock held by ERH were converted into the same number of shares of Clearwire Corporation Class A Common Stock.
(5) The reporting person is the President of ERH and Eagle River, Inc. ("ERI"), the manager of ERH. Accordingly, the reporting person may be deemed to share the power to vote or to direct the vote of and dispose or direct the disposition of Clearwire Corporation securities beneficially owned by ERH. The reporting person disclaims beneficial ownership of the Clearwire Corporation securities beneficially owned by ERH except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or any other purpose.
(6) Upon the Merger, this option to receive Clearwire Corporation Class A Common Stock fully vested, and was converted into an option to receive the same number of shares of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock at the same exercise price.
(7) Upon the Merger, this warrant to receive Clearwire Corporation Class A Common Stock was converted into a warrant to receive the same number of shares of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock at the same exercise price.
(8) Upon the Merger, this option to receive Clearwire Corporation Class A Common Stock, which provided for vesting in four equal annual installments beginning with the vesting commencement date of September 19, 2008 (subject to accelerated vesting in certain circumstances, which do not include the transactions contemplated by the Transaction Agreement, was converted into an option to receive the same number of shares of New Clearwire Corporation (subsequently renamed Clearwire Corporation) Class A Common Stock at the same exercise price.

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