X0304 4 2012-02-29 0001328571 NTELOS HOLDINGS CORP NTLS 0001443830 O'Neil Brian J C/O NTELOS HOLDINGS CORP 1154 SHENANDOAH VILLAGE DRIVE WAYNESBORO VA 22980 1 SVP, Gen Counsel & Secretary Common Stock, Par Value $0.01 Per Share 2012-02-29 4 A 0 6651 0 A 22717 D Stock Option (Right to Buy) 23.25 2012-02-29 4 A 0 47481 0 A 2022-02-28 Common Stock 47481 47481 D Stock Option (Right to Buy) 23.07 2021-09-02 Common Stock 58381 58381 D Restricted stock cliff vests on February 27, 2015. Balance reflects 1-for-2 reverse stock split effected on October 31, 2011 and also reflects automatic adjustments to outstanding share awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 1-for-2 reverse stock split and spin off of Lumos Networks Corp. ("Lumos") that occurred on October 31, 2011. Vests 25% on each of February 28, 2013; February 28, 2014; February 27, 2015; and February 29, 2016. Vests 25% on each of September 2, 2012; September 2, 2013; September 2, 2014; and September 2, 2015. Exercise Price reflects automatic adjustment to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 1-for-2 reverse stock split and spin off of Lumos that occurred on October 31, 2011. Balance reflects automatic adjustments to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 1-for-2 reverse stock split and spin off of Lumos that occurred on October 31, 2011. /s/ Brian J. O'Neil 2012-03-02