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
	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) 1875 EXPLORER STREET SUITE 1000 (Street) RESTON VA 20190 (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) 12/18/2009
	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	12/18/2009		A		64,055	A	$26.2	167,555(1)	D
Common Stock	12/18/2009		S		2,425	D	$33.49	165,130	D
Common Stock	12/18/2009		S		3,200	D	$33.5	161,930	D
Common Stock	12/18/2009		S		1,348	D	$33.51	160,582	D
Common Stock	12/18/2009		S		300	D	$33.52	160,282	D
Common Stock	12/18/2009		S		100	D	$33.55	160,182	D
Common Stock	12/18/2009		S		530	D	$33.581	159,652	D
Common Stock	12/18/2009		S		100	D	$33.5811	159,552	D
Common Stock	12/18/2009		S		300	D	$33.59	159,252	D
Common Stock	12/18/2009		S		100	D	$33.6	159,152	D
Common Stock	12/18/2009		S		100	D	$33.6075	159,052	D
Common Stock	12/18/2009		S		1,700	D	$33.61	157,352	D
Common Stock	12/18/2009		S		200	D	$33.615	157,152	D
Common Stock	12/18/2009		S		100	D	$33.625	157,052	D
Common Stock	12/18/2009		S		3,100	D	$33.63	153,952	D
Common Stock	12/18/2009		S		7,723	D	$33.64	146,229	D
Common Stock	12/18/2009		S		100	D	$33.65	146,129	D
Common Stock	12/18/2009		S		850	D	$33.655	145,279	D
Common Stock	12/18/2009		S		600	D	$33.6575	144,679	D
Common Stock	12/18/2009		S		1,300	D	$33.66	143,379	D
Common Stock	12/18/2009		S		100	D	$33.68	143,279	D
Common Stock	12/18/2009		S		1,100	D	$33.7	142,179	D
Common Stock	12/18/2009		S		498	D	$33.701	141,681	D
Common Stock	12/18/2009		S		2,502	D	$33.71	139,179	D
Common Stock	12/18/2009		S		1,300	D	$33.711	137,879	D
Common Stock	12/18/2009		S		200	D	$33.72	137,679	D
Common Stock	12/18/2009		S		2,255	D	$33.73	135,424	D
Common Stock	12/18/2009		S		100	D	$33.731	135,324	D
Common Stock	12/18/2009		S		1,400	D	$33.735	133,924	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
Common STock (Richt to Purchase)	$26.2	12/18/2009		M			64,055	04/27/2009(2)	04/27/2015	Common Stock	64,055	$0.00	10,945	D

Explanation of Responses:

1. The amount of securities beneficially owned following reported transactions on this column 5 of Table I includes 12,500 shares of restricted stock that vest April 26, 2010; 50,000 shares of restricted stock that vest July 14, 2011; 3,334 shares of restricted stock that vest on April 22, 2010; 3,333 shares of restricted stock that vest on April 22, 2011; and 3,333 shares of restricted stock that vest on April 22, 2012.

2. The option vests in four installments: 25% on April 27, 2006; 25% on April 27, 2007; 25% on April 27, 2008; and 25% on April 27, 2009.

Remarks:

The transactions made by Reporting Person on 12/18/2009 are reported on two separate Forms 4. This is 1 of 2.

	Gary D. Begeman Attorney-in-Fact	12/21/2009
	** 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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