Edgar Filing: NII HOLDINGS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Aurelius Capital Management, LP

2. Issuer Name and Ticker or Trading Symbol
NII HOLDINGS INC [NIHD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

535 MADISON AVENUE, 22ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2016

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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
Common Stock, par value $0.001 ("Common Stock")	05/27/2016		S		5,000,000	D	$ 3.75	8,635,623	I	See footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Aurelius Capital Management, LP 535 MADISON AVENUE 22ND FLOOR NEW YORK, NY 10022		X
ACP Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9 KY1-9003		X
Aurelius Capital Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9 KY1-9003		X
Aurelius Convergence Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9 KY1-9003		X
Aurelius Investment, LLC C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL NEW YORK, NY 10022		X
Brodsky Mark D. C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL NEW YORK, NY 10022		X

Signatures

ACP MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director		06/01/2016
^**Signature of Reporting Person		Date
AURELIUS CAPITAL MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director		06/01/2016
^**Signature of Reporting Person		Date
AURELIUS CONVERGENCE MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director		06/01/2016
^**Signature of Reporting Person		Date
AURELIUS INVESTMENT, LLC, By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director		06/01/2016
^**Signature of Reporting Person		Date
AURELIUS CAPITAL MANAGEMENT, LP, By: /s/ Dan Gropper, Managing Director		06/01/2016
^**Signature of Reporting Person		Date
MARK D. BRODSKY, By: /s/ Mark D. Brodsky		06/01/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares of Common Stock to which this Form 4 relates are directly held by (i) ACP Master, Ltd., a Cayman Islands exempted company; (ii) Aurelius Capital Master, Ltd., a Cayman Islands exempted company; (iii) Aurelius Convergence Master, Ltd., a Cayman Islands exempted company; and (iv) Aurelius Investment, LLC, a Delaware limited liability company, which is owned by ACP Master, Ltd., Aurelius Capital Master, Ltd. and Aurelius Convergence Master, Ltd.
(2)	Aurelius Capital Management, LP serves as the investment manager or manager to ACP Master, Ltd., Aurelius Capital Master, Ltd., Aurelius Convergence Master, Ltd. and Aurelius Investment, LLC. Mark D. Brodsky serves as the Senior Managing Member of Aurelius Capital Management GP, LLC, which is the general partner of Aurelius Capital Management, LP.
Remarks: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

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