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*
FANNING MARK

(Last) (First) (Middle)
4500 CARILLON POINT

(Street)
KIRKLAND WA

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEXTEL PARTNERS INC [ NXTP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2004
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/27/2004 S 28.46 D $13.095 887,399.99 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0844 886,688.49 D
Class A Common Stock 02/27/2004 S 739.96 D $13.08 885,948.53 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0743 885,237.03 D
Class A Common Stock 02/27/2004 S 3,557.5 D $13.07 881,679.53 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0662 880,968.03 D
Class A Common Stock 02/27/2004 S 683.04 D $13.0606 880,284.99 D
Class A Common Stock 02/27/2004 S 2,846 D $13.05 877.9943 D
Class A Common Stock 02/27/2004 S 711.5 D $13.046 876,727.49 D
Class A Common Stock 02/27/2004 S 99.61 D $13.04 876,627.88 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0145 875,916.38 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0085 875,204.88 D
Class A Common Stock 02/27/2004 S 711.5 D $13.0072 874,493.38 D
Class A Common Stock 02/27/2004 S 626.4046 D $13.0037 873,866.9754 D
Class A Common Stock 02/27/2004 S 9,989.46 D $13 863,877.5154 D
Class A Common Stock 02/27/2004 S 284.6 D $12.999 863,592.9154 D
Class A Common Stock 02/27/2004 S 341.52 D $12.995 863,251.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9843 862,539.8954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9788 861,828.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9662 861,116.8954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9588 860,405.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9586 859,693.8954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9576 858,982.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9569 858,270.8954 D
Class A Common Stock 02/27/2004 S 1,423 D $12.9558 856,847.8954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9532 856,136.3954 D
Class A Common Stock 02/27/2004 S 1,423 D $12.9518 854,713.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9512 854,001.8954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9505 853,290.3954 D
Class A Common Stock 02/27/2004 S 711.5 D $12.9418 852,578.8954(1) D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Reporting Person sold an aggregate of 200,000 shares on February 27, 2004 in multiple transactions at varying prices. This Form 4 is Number 2 of 5 Form 4s to be filed by the reporting person in connection with those multiple transactions. Following the sale of this aggregate amount, the Reporting Person beneficially directly owned 709,983 shares of Class A Common Stock.
2. The Reporting Person is party to an amended and restated shareholders' agreement dated as of February 18, 2000, as amended, among certain stockholders and as such may be part of a "group" for purposes of Section 16, whose members hold collectively more than 10% of the Issuer's capital stock. The Reporting Person disclaims any beneficial ownership of the shares held by the other parties to such agreement.
Remarks:
Donald J. Manning, Attorney-in Fact 03/05/2004
** 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.