Edgar Filing: FOYO PETER A

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 ^*

FOYO PETER A

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

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

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

(Last)

(First)

(Middle)

1875 EXPLORER STREET, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009

(Street)

RESTON, VA 20190

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2009		A		64,055	A	$ 26.2	167,555 ⁽¹⁾	D
Common Stock	12/18/2009		S		2,425	D	$ 33.49	165,130	D
Common Stock	12/18/2009		S		3,200	D	$ 33.5	161,930	D
Common Stock	12/18/2009		S		1,348	D	$ 33.51	160,582	D
Common Stock	12/18/2009		S		300	D	$ 33.52	160,282	D
Common Stock	12/18/2009		S		100	D	$ 33.55	160,182	D
Common Stock	12/18/2009		S		530	D	$ 33.581	159,652	D
Common Stock	12/18/2009		S		100	D	$ 33.5811	159,552	D
Common Stock	12/18/2009		S		300	D	$ 33.59	159,252	D
Common Stock	12/18/2009		S		100	D	$ 33.6	159,152	D
Common Stock	12/18/2009		S		100	D	$ 33.6075	159,052	D
Common Stock	12/18/2009		S		1,700	D	$ 33.61	157,352	D
Common Stock	12/18/2009		S		200	D	$ 33.615	157,152	D
Common Stock	12/18/2009		S		100	D	$ 33.625	157,052	D
Common Stock	12/18/2009		S		3,100	D	$ 33.63	153,952	D
Common Stock	12/18/2009		S		7,723	D	$ 33.64	146,229	D
Common Stock	12/18/2009		S		100	D	$ 33.65	146,129	D
Common Stock	12/18/2009		S		850	D	$ 33.655	145,279	D
Common Stock	12/18/2009		S		600	D	$ 33.6575	144,679	D
Common Stock	12/18/2009		S		1,300	D	$ 33.66	143,379	D
Common Stock	12/18/2009		S		100	D	$ 33.68	143,279	D
Common Stock	12/18/2009		S		1,100	D	$ 33.7	142,179	D
Common Stock	12/18/2009		S		498	D	$ 33.701	141,681	D
Common Stock	12/18/2009		S		2,502	D	$ 33.71	139,179	D
Common Stock	12/18/2009		S		1,300	D	$ 33.711	137,879	D
Common Stock	12/18/2009		S		200	D	$ 33.72	137,679	D
Common Stock	12/18/2009		S		2,255	D	$ 33.73	135,424	D
Common Stock	12/18/2009		S		100	D	$ 33.731	135,324	D
Common Stock	12/18/2009		S		1,400	D	$ 33.735	133,924	D

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

Common STock (Richt to Purchase)

$ 26.2

12/18/2009

64,055

04/27/2009⁽²⁾

04/27/2015

Common Stock

64,055

$ 0

10,945

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FOYO PETER A 1875 EXPLORER STREET SUITE 1000 RESTON, VA 20190			President Nextel Mexico

Signatures

Gary D. Begeman Attorney-in-Fact		12/21/2009
^**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 amount of securities beneficially owned following reported transactions on this column 5 of Table I includes 12,500 shares of restricted stock that vest April 26, 2010; 50,000 shares of restricted stock that vest July 14, 2011; 3,334 shares of restricted stock that vest on April 22, 2010; 3,333 shares of restricted stock that vest on April 22, 2011; and 3,333 shares of restricted stock that vest on April 22, 2012.
(2)	The option vests in four installments: 25% on April 27, 2006; 25% on April 27, 2007; 25% on April 27, 2008; and 25% on April 27, 2009.
Remarks: The transactions made by Reporting Person on 12/18/2009 are reported on two separate Forms 4. This is 1 of 2.

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