SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GAGNON NEIL

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NTS, INC. [ NTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	09/22/2009		S4	2,600	D	$1	1,909,906	D
Common Stock	09/23/2009		S4	400	D	$1	1,602,997	D
Common Stock	05/03/2010		S4	32	D	$1.258	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/03/2010		S4	60	D	$1.258	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/03/2010		S4	121	D	$1.258	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/03/2010		S4	287	D	$1.258	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/04/2010		S4	25	D	$1.2525	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/04/2010		S4	48	D	$1.2525	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/04/2010		S4	97	D	$1.2525	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/04/2010		S4	230	D	$1.2525	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/05/2010		S4	1,534	D	$1.18	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/05/2010		S4	2,923	D	$1.18	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/05/2010		S4	5,845	D	$1.18	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/05/2010		S4	13,883	D	$1.18	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/06/2010		S4	51	D	$1.18	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/06/2010		S4	97	D	$1.18	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/06/2010		S4	193	D	$1.18	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/06/2010		S4	459	D	$1.18	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/10/2010		S4	609	D	$1.2006	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/10/2010		S4	1,159	D	$1.2006	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/10/2010		S4	2,318	D	$1.2006	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/10/2010		S4	5,506	D	$1.2006	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/11/2010		S4	22	D	$1.2	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/11/2010		S4	43	D	$1.2	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/11/2010		S4	86	D	$1.2	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership
Common Stock	05/11/2010		S4	203	D	$1.2	1,602,997	I	By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Common Stock	05/12/2010		S4	2,106	D	$1.2	1,602,997	I	By Limited Partner in Atkinson Investment Management
Common Stock	05/12/2010		S4	4,012	D	$1.2	1,602,997	I	By Managing Member of General Partner of Darwin Partnership
Common Stock	05/12/2010		S4	8,024	D	$1.2	1,602,997	I	By Managing Member of General Partner of Fallen Angel Partnership

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)	4. Transaction Code (Instr. 8)	(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:

Remarks:

The Reporting Person has tendered a payment of $7,512.96 to the issuer with respect to all profits realized by the Reporting Person from the transactions reported herein which result in a liability under Section 16(b) of the Securities Exchange Act of 1934. This Form 5 is number five in a series of eight Form 5 filings for NTS.

	/s/ Neil Gagnon	05/21/2012
	** 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).
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