SEC FORM 4

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)

1875 EXPLORER STREET

SUITE 1000

(Street)

RESTON

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)
01/23/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2012		P⁽¹⁾		100	A	$19.5125	86,375⁽²⁾	D
Common Stock	01/23/2012		P		500	A	$19.52	86,875	D
Common Stock	01/23/2012		P		100	A	$19.53	86,975	D
Common Stock	01/23/2012		P		400	A	$19.54	87,375	D
Common Stock	01/23/2012		P		200	A	$19.545	87,575	D
Common Stock	01/23/2012		P		200	A	$19.55	87,775	D
Common Stock	01/23/2012		P		300	A	$19.96	88,075	D
Common Stock	01/23/2012		P		200	A	$19.97	88,275	D
Common Stock	01/23/2012		P		100	A	$20	88,375	D
Common Stock	01/24/2012		P		758	A	$18.96	89,133	D
Common Stock	01/24/2012		P		200	A	$18.965	89,333	D
Common Stock	01/24/2012		P		900	A	$18.97	90,233	D
Common Stock	01/24/2012		P		100	A	$18.9725	90,333	D
Common Stock	01/24/2012		P		3,451	A	$18.98	93,784	D
Common Stock	01/24/2012		P		2,300	A	$18.985	96,084	D
Common Stock	01/24/2012		P		4,791	A	$18.99	100,875	D
Common Stock	01/24/2012		P		1,900	A	$18.995	102,775	D
Common Stock	01/24/2012		P		400	A	$19	103,175	D
Common Stock	01/24/2012		P		200	A	$19.005	103,375	D
Common Stock	01/24/2012		P		600	A	$19.01	103,975	D
Common Stock	01/24/2012		P		1,000	A	$19.015	104,975	D
Common Stock	01/24/2012		P		1,200	A	$19.02	106,175	D
Common Stock	01/24/2012		P		800	A	$19.025	106,975	D
Common Stock	01/24/2012		P		200	A	$19.03	107,175	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The trades reported in this Form 4 were made pursuant to a Rule 10b-5-1 trading plan adopted by the reporting person on November 22, 2011.

2. The amount of securities beneficially owned following reported transactions on this column 5 of Table I includes 3,333 shares of restricted stock that vest on April 22, 2012; 2,967 shares of restricted stock that vest on April 23, 2012; 2,966 shares of restricted stock that vest on April 23, 2013; 6,552 shares of restricted stock that vest on April 20, 2012; 6,552 shares of restricted stock that vest on April 20, 2013; and 6,552 shares of restricted stock that vest on April 20, 2014.

Remarks:

The trades made by the reporting person are reported on 2 separate Form 4 filings. This is 2 of 2.

	Shana Smith Attorney-in-Fact	01/25/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.