X0202 4 2007-10-12 0 0001328571 NTELOS HOLDINGS CORP NTLS 0001351939 Huber Michael C/O QUADRANGLE GROUP LLC 375 PARK AVENUE, 14TH FLOOR NEW YORK NY 10152 1 0 0 0 Common Stock, par value $0.01 per share 2007-10-12 4 P 0 2423185 26.59 A 4679785 I See Footnotes Common Stock, par value $0.01 per share 4023696 I See Footnotes Common Stock, par value $0.01 per share 219857 I See Footnotes Common Stock, par value $0.01 per share 1534327 I See Footnotes Upon the early termination of the Hart-Scott-Rodino waiting period on October 12, 2007, all contingencies were met for the purchase by Quadrangle NTELOS Holdings II LP of 2,423,185 shares of Common Stock under a Stock Purchase Agreement dated as of September 25, 2007. These shares of Common Stock are held by Quadrangle NTELOS Holdings II LP. Mr. Huber is a managing member of QCP GP Investors II LLC. QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of Quadrangle (AIV2) Capital Partners II LP, Quadrangle (AIV2) Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the "QCP II Funds"). The QCP II Funds are the managing members of Quadrangle NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP. These shares of Common Stock are held by Quadrangle Capital Partners LP. These shares of Common Stock are held by Quadrangle Select Partners LP. These shares of Common Stock are held by Quadrangle Capital Partners-A LP. Mr. Huber is a managing member of Quadrangle GP Investors LLC. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Huber may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Huber is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Michael Huber 2007-10-16