SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Aurelius Capital Management, LP (Last) (First) (Middle) 535 MADISON AVENUE 22ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NII HOLDINGS INC [ NIHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/27/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Stock, par value $0.001 ("Common Stock")	05/27/2016		S		5,000,000	D	$3.75	8,635,623	I	See footnotes(1)(2)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Aurelius Capital Management, LP (Last) (First) (Middle) 535 MADISON AVENUE 22ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACP Master, Ltd. (Last) (First) (Middle) C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Aurelius Capital Master, Ltd. (Last) (First) (Middle) C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Aurelius Convergence Master, Ltd. (Last) (First) (Middle) C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Aurelius Investment, LLC (Last) (First) (Middle) C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brodsky Mark D. (Last) (First) (Middle) C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock to which this Form 4 relates are directly held by (i) ACP Master, Ltd., a Cayman Islands exempted company; (ii) Aurelius Capital Master, Ltd., a Cayman Islands exempted company; (iii) Aurelius Convergence Master, Ltd., a Cayman Islands exempted company; and (iv) Aurelius Investment, LLC, a Delaware limited liability company, which is owned by ACP Master, Ltd., Aurelius Capital Master, Ltd. and Aurelius Convergence Master, Ltd.

2. Aurelius Capital Management, LP serves as the investment manager or manager to ACP Master, Ltd., Aurelius Capital Master, Ltd., Aurelius Convergence Master, Ltd. and Aurelius Investment, LLC. Mark D. Brodsky serves as the Senior Managing Member of Aurelius Capital Management GP, LLC, which is the general partner of Aurelius Capital Management, LP.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	ACP MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director	06/01/2016
	AURELIUS CAPITAL MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director	06/01/2016
	AURELIUS CONVERGENCE MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director	06/01/2016
	AURELIUS INVESTMENT, LLC, By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director	06/01/2016
	AURELIUS CAPITAL MANAGEMENT, LP, By: /s/ Dan Gropper, Managing Director	06/01/2016
	MARK D. BRODSKY, By: /s/ Mark D. Brodsky	06/01/2016
	** Signature of Reporting Person	Date
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* 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).
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