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^*

Gesell Andrew

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2006

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)
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)
Class L Common Stock, par value $0.01 per share	02/13/2006		J⁽¹⁾		6,516.79	D	⁽¹⁾	0	D
Class L Common Stock, par value $0.01 per share	02/13/2006		J⁽¹⁾		5,405,861.57	D	⁽¹⁾	0	I	See Footnote⁽²⁾

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)
Class B Common Stock, par value $0.01 per share	⁽³⁾	02/13/2006		J⁽¹⁾		14,289		02/13/2006	⁽⁴⁾	Common Stock	14,289	⁽¹⁾	14,289	D
Class B Common Stock, par value $0.01 per share	⁽³⁾	02/13/2006		J⁽¹⁾		11,853,222		02/13/2006	⁽⁴⁾	Common Stock	11,853,222	⁽¹⁾	11,853,222	I	See Footnote⁽²⁾

Explanation of Responses:

1. Pursuant to a merger transaction exempt under Rule 16b-7, each share of Class L Common Stock, par value $0.01 per share, was converted into approximately 2.19266 shares of Class B Common Stock, par value $0.01 per share, of the Issuer. Each such share of Class B Common Stock is convertible at any time to a share of the Issuer's Common Stock, par value $0.01 per share, on a 1-for-1 basis.

2. Citigroup Venture Capital Equity Partners, L.P. ("CVC") and certain affiliates of CVC were formerly the record holders of 5,405,861.57 shares of the Issuer's Class L Common Stock and are the current record holders of 11,853,222 shares of the Issuer's Class B Common Stock reported above. Mr. Gesell is a principal of CVC. Mr. Gesell disclaims beneficial ownership of the shares of Class L Common Stock and Class B Common Stock that may be deemed beneficially owned by CVC or any of its affiliates. This report shall not be deemed an admission that Mr. Gesell is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose.

3. Shares of Class B Common Stock are convertible into shares of Common Stock on a 1-for-1 basis.

4. The security does not expire.

	/s/ Andrew Gesell	02/13/2006
	** 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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