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^*

O'Neil Brian J

(Last)

(First)

(Middle)

C/O NTELOS HOLDINGS CORP

1154 SHENANDOAH VILLAGE DRIVE

(Street)

WAYNESBORO

22980

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NTELOS HOLDINGS CORP. [ NTLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Gen Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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, Par Value $0.01 Per Share	02/29/2016		M		1,616	A	$0	116,032	D
Common Stock, Par Value $0.01 Per Share								3,802	I	By 401(k)

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)
Phantom Shares	⁽¹⁾	02/29/2016		A		42,075		02/28/2019	02/28/2019	Common Stock	42,075	$0	42,075	D
Performance Stock Units	⁽²⁾	02/29/2016		A		87		⁽²⁾	⁽²⁾	Common Stock	87	$0	307	D
Performance Stock Units	⁽³⁾	02/29/2016		A		115		⁽³⁾	⁽³⁾	Common Stock	115	$0	1,616	D
Performance Stock Units	⁽⁴⁾	02/29/2016		M			1,616	⁽⁴⁾	⁽⁴⁾	Common Stock	1,616	$0	0	D

Explanation of Responses:

1. Each Phantom Share may be settled upon vesting by delivery of either, at Issuer's option, (i) one share of Issuer's common stock or (ii) cash equal to the market price of one share of Issuer's common stock.

2. Each earned Performance Stock Unit ("PSU") is settled by delivery of one share of common stock, including accrued reinvested dividends, through the final vesting date. Subject to the terms of the PSU Awards, each PSU will vest upon certification of achievement following completion of Issuer's fiscal year ending December 31, 2016.

3. Each earned Performance Stock Unit ("PSU") is settled by delivery of one share of common stock, including accrued reinvested dividends, through the final vesting date. Subject to the terms of the PSU Awards, each PSU was certified as earned and vested on February 29, 2016.

4. Each earned and vested Performance Stock Unit ("PSU") was settled by delivery of one share of common stock.

	/s/ Brian J. O'Neil	03/01/2016
	** 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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