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 *
Butler John A
  2. Issuer Name and Ticker or Trading Symbol
CLEARWIRE CORP [CLWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial 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 (1) 11/28/2008   D   20,000 D $ 0 (2) 15,000 D  
Class A Common Stock (1) 11/28/2008   D   15,000 D $ 0 (2) 0 D  

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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) $ 12 11/28/2008   D     300,000   (3) 03/31/2015 Class A Common Stock 300,000 (3) 0 D  
Stock Option (right to buy) $ 15 11/28/2008   D     50,000   (3) 01/26/2016 Class A Common Stock 50,000 (3) 0 D  
Stock Option (right to buy) $ 18 11/28/2008   D     33,333   (3) 08/30/2016 Class A Common Stock 33,333 (3) 0 D  
Stock Option (right to buy) $ 18 11/28/2008   D     52,500   (3) 09/15/2016 Class A Common Stock 52,500 (3) 0 D  
Stock Option (right to buy) $ 25 11/28/2008   D     83,333   (3) 03/01/2017 Class A Common Stock 83,333 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 23.3 11/28/2008   D     75,000   (3) 09/14/2017 Class A Common Stock 75,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 17.11 11/28/2008   D     100,000   (3) 02/15/2015 Class A Common Stock 100,000 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Butler John A
4400 CARILLON POINT
KIRKLAND, WA 98033
      Chief Financial Officer  

Signatures

 By: /s/ Frederick L. Williams, Jr. For: John A. Butler   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) 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.

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