Clearwire Corporation (CLWR) Execs and Directors to Cash In On Merger

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With minutes to spare before the filing deadline Tuesday evening, Clearwire Corporation (NASDAQ:CLWR) filed a rash of Statement of Changes in Beneficial Ownership documents with the Securities and Exchange Commission.

All told, 18 Form 4s were filed, each indicating a Clearwire Corporation (NASDAQ:CLWR) award of restricted stock units, or RSUs, to 12 of the 13 members of the company’s board of directors, and to seven of its executives, including its CEO, Erik Prusch (also a board member), and its CFO, Hope Cochran.

The RSUs were granted on March 1. For the executives, they will begin vesting on March 1, 2014 over a period of four years. For the directors, except for CEO Prusch, the RSUs will become vested on March 1, 2014.

Of particular interest in the filings for the executives is footnote No. 2, which states: “In the event that the Company’s pending merger with Sprint closes, at the effective time of the merger, these RSUs will be converted into a right to receive a cash payment upon vesting equal to the product of the merger consideration.”

That footnote refers to the proposed merger with Sprint Nextel Corporation (NYSE:S) and the $2.97 a share that Clearwire Corporation (NASDAQ:CLWR)’s board voted to accept for giving full control of the company to Sprint.

Given the number of RSUs awarded, for which the recipients paid $0.00, the paydays could range from “quite a bit” for the executives, to “not too bad” for the directors.

Here’s the breakdown:

Recipient Title RSU Award
Erik Prusch CEO/Director 2,332,630
Hope Cochran CFO 598,271
John Saw SVP/CTO 683,464
Don Stroberg SVP Wholesale and Strategic Partnerships 416,022
Broady Hodder SVP/General Counsel 399,774
Steve Ednie Chief Accounting Officer 241,094
Dow Draper SVP/GM of Retail 466,527
John Stanton Executive Chairman of the Board of Directors 63,974
Jennifer Vogel Director 53,873
Theodore Schell Director 53,873
Kathleen Rae Director 53,873
Brian McAndrews Director 53,873
Dennis Hersch Director 53,873
Hossein Eslambolchi Director 53,873
Jose Collazo Director 53,873
Mufit Cinali Director 53,873
Bruce Chatterley Director 53,873
William Blessing Director 53,873

The only director not included in the Tuesday filings is Slade Gorton, the former U.S. senator from Washington state.

Whether or not the Sprint deal does close, the above-named will still get their RSUs. They just won’t be able to convert them to a lump sum cash payout for the directors, or have them converted into what Clearwire calls a “Restricted Cash Account” for the executives.

However, there is always the possibility of the merger not consummating. DISH Network Corp. (NASDAQ:DISH) put up one hurdle in the form of a counteroffer to Sprint’s, one that would pay $3.30 a share for the company.

Another obstacle is dissatisfaction with the merger deal from some major Clearwire Corporation (NASDAQ:CLWR) stockholders. Mount Kellett Capital Management, holder of a 7.3% share of Clearwire shares, and Crest Financial, with 8.3%, have already complained to the Federal Communications Commission about the proposal.

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