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
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 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*
FOYO PETER A
(Last) (First) (Middle)
10700 PARKRIDGE BLVD.
SUITE 600
(Street)
RESTON VA 20191
(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 10% Owner
X Officer (give title below) Other (specify below)
President Nextel Mexico
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2006
4. If Amendment, Date of 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
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 04/28/2006 M 50,000 A $18.97 168,000 D
Common Stock 04/28/2006 S 100 D $58.51 167,900 D
Common Stock 04/28/2006 S 100 D $58.59 167,800 D
Common Stock 04/28/2006 S 200 D $58.64 167,600 D
Common Stock 04/28/2006 S 100 D $58.65 167,500 D
Common Stock 04/28/2006 S 100 D $59.1 167,400 D
Common Stock 04/28/2006 S 100 D $59.12 167,300 D
Common Stock 04/28/2006 S 730 D $59.13 166,570 D
Common Stock 04/28/2006 S 170 D $59.14 166,400 D
Common Stock 04/28/2006 S 100 D $59.15 166,300 D
Common Stock 04/28/2006 S 122 D $59.35 166,178 D
Common Stock 04/28/2006 S 78 D $59.36 166,100 D
Common Stock 04/28/2006 S 126 D $59.37 165,974 D
Common Stock 04/28/2006 S 74 D $59.38 165,900 D
Common Stock 04/28/2006 S 100 D $59.4 165,800 D
Common Stock 04/28/2006 S 100 D $59.43 165,700 D
Common Stock 04/28/2006 S 500 D $59.44 165,200 D
Common Stock 04/28/2006 S 300 D $59.46 164,900 D
Common Stock 04/28/2006 S 100 D $59.48 164,800 D
Common Stock 04/28/2006 S 100 D $59.49 164,700 D
Common Stock 04/28/2006 S 500 D $59.5 164,200 D
Common Stock 04/28/2006 S 400 D $59.51 163,800 D
Common Stock 04/28/2006 S 100 D $59.52 163,700 D
Common Stock 04/28/2006 S 100 D $59.56 163,600 D
Common Stock 04/28/2006 S 100 D $59.57 163,500 D
Common Stock 04/28/2006 S 100 D $59.58 163,400 D
Common Stock 04/28/2006 S 400 D $59.59 163,000 D
Common Stock 04/28/2006 S 300 D $59.61 162,700 D
Common Stock 04/28/2006 S 400 D $59.62 162,300 D
Common Stock 04/28/2006 S 200 D $59.63 162,100 D
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
Employee Stock Option Plan (right to buy) $18.97 04/28/2006 M 50,000 04/28/2006(1) 04/28/2014 Common 50,000 $0.00 100,000 D
Explanation of Responses:
1. Option vests in four installments: 25% on April 28, 2005; 25% on April 28, 2006; 25% on April 28, 2007; and 25% on April 28, 2008.
Remarks:
Transactions made on 04/28/2006 are reported on 3 separate Form 4. This is 1 of 3. Transactions made on 04/28/2006 were made pursuant to a Rule 10b5-1 Plan. The amount of securities beneficially owned following reported transactions entered on column 5 of Table I, include 80,000 shares of restricted stock that vest April 28, 2007, and 12,500 shares of restricted stock that vest April 26, 2009 and 12,500 shares of restricted stock that vest April 26, 2010.
Robert J. Gilker Attorney-in-Fact 05/01/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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