0000050863-08-000328 4 1 20081128 20081202 20081202 VMWARE, INC. 0001124610 7372 943292913 DE 1231 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 INTEL CORP 0000050863 3674 DE 1231 4 34 001-33622 081225696 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 4087658080 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-11-28 1 0001124610 VMWARE, INC. CLWR 0000050863 INTEL CORP 2200 MISSION COLLEGE BLVD. RNB4-151 SANTA CLARA CA 95054 1 0 1 0 CLASS A COMMON STOCK 2008-11-28 4 C 0 9905732 A 36666666 I Through wholly-owned subsidiaries CLASS A COMMON STOCK 2008-11-28 4 D 0 36666666 D 0 D CLASS B COMMON STOCK 2008-11-28 4 C 0 9905732 A 1988-08-08 1988-08-08 Class B Common Stock 9905732 0 I Through wholly-owned subsidiary WARRANTS (RIGHT TO ACQUIRE CLASS A COMMON STOCK) 2008-11-28 4 D 0 93333 A 2008-11-28 2011-02-16 Class A Common Stock 93333 0 I Through wholly-owned subsidiary Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Common Stock). Shares acquired upon conversion of Class B Common Stock. These shares are owned directly by Intel Capital Corporation and Intel Capital (Cayman) Corporation, both of which are wholly-owned subsidiaries of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities. Security converts to common stock on a one-for-one basis. These shares are owned directly by Intel Capital Corporation, a wholly-owned subsidiary of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities. The starting exercise price of these warrants is $5.00, subject to adjustment as set forth in the form of warrant. These warrants are owned directly by Middlefield Ventures, Inc., a wholly-owned subsidiary of Intel Coporation. Intel Corporation is an indirect beneficial owner of the reported securities. Arvind Sodhani, Executive Vice President; President, Intel Capital 2008-12-02