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^*

SHINDLER STEVEN M

(Last)

(First)

(Middle)

10700 PARKRIDGE BLVD.

SUITE 600

(Street)

RESTON

20191

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007

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	05/02/2007		M		95,350	A	$18.97	265,630	D
Common Stock	05/02/2007		M		75,000	A	$26.2	340,630	D
Common Stock	05/02/2007		S		2,500	D	$77.6011	338,130	D
Common Stock	05/02/2007		S		2,500	D	$77.6363	335,630	D
Common Stock	05/02/2007		S		2,500	D	$77.6521	333,130	D
Common Stock	05/02/2007		S		2,500	D	$77.7592	330,630	D
Common Stock	05/02/2007		S		2,500	D	$77.7613	328,130	D
Common Stock	05/02/2007		S		66	D	$77.78	328,064	D
Common Stock	05/02/2007		S		34	D	$77.79	328,030	D
Common Stock	05/02/2007		S		2,500	D	$77.802	325,530	D
Common Stock	05/02/2007		S		2,500	D	$77.8141	323,030	D
Common Stock	05/02/2007		S		2,500	D	$77.8172	320,530	D
Common Stock	05/02/2007		S		2,500	D	$77.8188	318,030	D
Common Stock	05/02/2007		S		2,500	D	$77.822	315,530	D
Common Stock	05/02/2007		S		2,500	D	$77.8272	313,030	D
Common Stock	05/02/2007		S		100	D	$77.83	312,930	D
Common Stock	05/02/2007		S		2,500	D	$77.8391	310,430	D
Common Stock	05/02/2007		S		2,500	D	$77.8452	307,930	D
Common Stock	05/02/2007		S		2,500	D	$77.8456	305,430	D
Common Stock	05/02/2007		S		2,500	D	$77.848	302,930	D
Common Stock	05/02/2007		S		2,500	D	$77.8488	300,430	D
Common Stock	05/02/2007		S		2,500	D	$77.854	297,930	D
Common Stock	05/02/2007		S		2,500	D	$77.8568	295,430	D
Common Stock	05/02/2007		S		2,500	D	$77.8626	292,930	D
Common Stock	05/02/2007		S		2,500	D	$77.8638	290,430	D
Common Stock	05/02/2007		S		2,500	D	$77.8663	287,930	D
Common Stock	05/02/2007		S		1,000	D	$77.8781	286,930	D
Common Stock	05/02/2007		S		1,000	D	$77.9211	285,930	D
Common Stock	05/02/2007		S		1,000	D	$77.9302	284,930	D
Common Stock	05/02/2007		S		1,000	D	$77.931	283,930	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)
Stock Option (option to buy)	$18.97	05/02/2007	05/02/2007	M			95,350	04/28/2007⁽¹⁾	04/26/2007	Common Stock	95,350	$18.97	100,000	D
Stock Option (option to buy)	$26.2	05/02/2007	05/02/2007	M			75,000	04/27/2007⁽²⁾	04/27/2015	Common Stock	75,000	$26.2	150,000	D

Explanation of Responses:

1. The option vests in four installments: 25% on April 28, 2005; 25% on April 28, 2006; 25% on April 28, 2007; and 25% on April 28, 2008.

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 amount of securities beneficially owned following reported transactions entered on column 5 of Table I, include: 35,000 shares of restricted stock that vest April 26, 2009, and 35,000 shares of restricted stock that vest April 26, 2010.

	Gary D. Begeman Attorney-in-Fact	05/04/2007
	** 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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