Statement of Changes in Beneficial Ownership (4)
June 01 2016 - 4:43PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Aurelius Capital Management, LP
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2. Issuer Name
and
Ticker or Trading Symbol
NII HOLDINGS INC
[
NIHD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
535 MADISON AVENUE, 22ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2016
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 ("Common Stock")
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5/27/2016
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S
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5000000
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D
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$3.75
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8635623
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I
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Aurelius Capital Management, LP
535 MADISON AVENUE
22ND FLOOR
NEW YORK, NY 10022
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X
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ACP Master, Ltd.
C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD
45 MARKET ST, GARDENIA CT, CAMANA BAY
GRAND CAYMAN, E9 KY1-9003
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X
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Aurelius Capital Master, Ltd.
C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD
45 MARKET ST, GARDENIA CT, CAMANA BAY
GRAND CAYMAN, E9 KY1-9003
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X
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Aurelius Convergence Master, Ltd.
C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD
45 MARKET ST, GARDENIA CT, CAMANA BAY
GRAND CAYMAN, E9 KY1-9003
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X
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Aurelius Investment, LLC
C/O AURELIUS CAPITAL MANAGEMENT, LP
535 MADISON AVENUE, 22ND FL
NEW YORK, NY 10022
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X
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Brodsky Mark D.
C/O AURELIUS CAPITAL MANAGEMENT, LP
535 MADISON AVENUE, 22ND FL
NEW YORK, NY 10022
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X
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Signatures
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ACP MASTER, LTD., By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director
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6/1/2016
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**
Signature of Reporting Person
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Date
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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
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6/1/2016
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**
Signature of Reporting Person
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Date
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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
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6/1/2016
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**
Signature of Reporting Person
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Date
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AURELIUS INVESTMENT, LLC, By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity, By: /s/ Dan Gropper, Managing Director
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6/1/2016
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**
Signature of Reporting Person
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Date
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AURELIUS CAPITAL MANAGEMENT, LP, By: /s/ Dan Gropper, Managing Director
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6/1/2016
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**
Signature of Reporting Person
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Date
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MARK D. BRODSKY, By: /s/ Mark D. Brodsky
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6/1/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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