X0202 4 2007-08-17 0 0001328571 NTELOS HOLDINGS CORP NTLS 0001243087 RATTNER STEVEN 375 PARK AVENUE, 14TH FLOOR NEW YORK NY 10152 1 0 0 0 Common Stock, par value $0.01 per share 2007-08-17 4 J 0 160000 0 D 5777880 I See Footnote Common Stock, par value $0.01 per share 2007-08-17 4 J 0 24137 0 A 24137 I See Footnote Common Stock, par value $0.01 per share 2007-08-17 5 G 0 24137 0 D 0 I See Footnote On August 17, 2007, Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP (collectively, the "Quadrangle Funds") made distributions without payment of consideration of 160,000 shares of Common Stock of NTELOS Holdings Corp. ("Shares"), in the aggregate, to Quadrangle GP Investors LP, which is the general partner of each of the Quadrangle Funds. Immediately thereafter, Quadrangle GP Investors LP made a further distribution without payment of consideration of the Shares to Quadrangle GP Investors LLC, its general partner. These distributions completed a pro rata distribution to all partners of the Quadrangle Funds, consisting of both in-kind distributions of the Shares and previous distributions of the cash proceeds from the sale of Shares previously reported in April, 2007. [continued in Footnote 2] [Footnote 1 continued] Immediately after these distributions, Quadrangle GP Investors LLC made a pro rata distribution without payment of consideration of the Shares to its members, for further transfers to charitable organizations. The Quadrangle Funds, collectively, are the current record holders of 5,777,880 Shares reported above. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of the Quadrangle Funds. Mr. Rattner is a Managing Member of Quadrangle GP Investors LLC. Mr. Rattner disclaims beneficial ownership of the Shares that may be beneficially owned by the Quadrangle Funds or any of their affiliates. This report shall not be deemed an admission that Mr. Rattner is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Acquired by 2000 LTT Asset Corporation in the pro rata distribution without payment of consideration of the Shares by Quadrangle GP Investors LLC described in footnotes 1 and 2 above. The Shares held by 2000 LTT Asset Corporation may be deemed to be beneficially owned by Mr. Rattner and members of his family. Mr. Rattner disclaims beneficial ownership of the Shares held by 2000 LTT Asset Corporation, except to the extent of his pecuniary interest therein. Steven Rattner 2007-08-21