Amended Statement of Ownership (sc 13g/a)

Date : 02/14/2019 @ 5:41PM
Source : Edgar (US Regulatory)
Stock : Nii Holdings, Inc. (NIHD)
Quote : 1.8  0.0 (0.00%) @ 1:59PM

Amended Statement of Ownership (sc 13g/a)




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
NII Holdings, Inc.
(Name of Issuer)
 
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
 
62913F508
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]  Rule 13d-1(b)
[  ]  Rule 13d-1(c)
[  ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No.:  62913F508
 
Page 2 of 12

1
Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
 
New Generation Advisors, LLC                                                                           Tax ID                      26-2742011
 
2
Check the Appropriate Box if a Member of a Group
(a)           [  ]
(b)           [X]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person with
5
Sole Voting Power
 
0
6
Shared Voting Power
 
6,009,190
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
6,009,190
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,009,190
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11
Percent of Class Represented by Amount in Row 9
 
6.0%
12
Type of Reporting Person
 
IA





CUSIP No.:  62913F508
 
Page 3 of 12

1
Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
 
George Putnam, III
 
2
Check the Appropriate Box if a Member of a Group
(a)           [  ]
(b)           [X]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
American
Number of Shares Beneficially Owned by Each Reporting Person with
5
Sole Voting Power
 
0
6
Shared Voting Power
 
6,009,190
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
6,009,190
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,009,190
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11
Percent of Class Represented by Amount in Row 9
 
6.0%
12
Type of Reporting Person
 
HC





 
CUSIP No.:  62913F508
 
Page 4 of 12

1
Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Michael S. Weiner
 
2
Check the Appropriate Box if a Member of a Group
(a)           [  ]
(b)           [X]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
American
Number of Shares Beneficially Owned by Each Reporting Person with
5
Sole Voting Power
 
14,500
6
Shared Voting Power
 
6,009,190
7
Sole Dispositive Power
 
14,500
8
Shared Dispositive Power
 
6,009,190
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,023,690
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11
Percent of Class Represented by Amount in Row 9
 
6.0%
12
Type of Reporting Person
 
HC






CUSIP No.:  62913F508
 
Page 5 of 12

1
Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Darren Beals
 
2
Check the Appropriate Box if a Member of a Group
(a)           [  ]
(b)           [X]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
American
Number of Shares Beneficially Owned by Each Reporting Person with
5
Sole Voting Power
 
0
6
Shared Voting Power
 
6,009,190
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
6,009,190
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,009,190
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11
Percent of Class Represented by Amount in Row 9
 
6.0%
12
Type of Reporting Person
 
HC




 
CUSIP No.:  62913F508
 
Page 6 of 12

1
Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
 
F. Baily Dent
 
2
Check the Appropriate Box if a Member of a Group
(a)           [  ]
(b)           [X]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
American
Number of Shares Beneficially Owned by Each Reporting Person with
5
Sole Voting Power
 
0
6
Shared Voting Power
 
6,009,190
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
6,009,190
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,009,190
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11
Percent of Class Represented by Amount in Row 9
 
6.0%
12
Type of Reporting Person
 
HC


 

 


CUSIP No.:  62913F508
 
Page 7 of 12

Item 1(a)
Name of Issuer:
 
NII Holdings, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
12110 Sunset Hills Road
Suite 600
Reston, Virginia 20190
   
Item 2(a)
Name of Persons Filing:
 
(i)
(ii)
(iii)
(iv)
(v)
New Generation Advisors, LLC (“NGA”)
George Putnam, III (“Putnam)
Michael S. Weiner (“Weiner”)
Darren Beals ("Beals")
F. Baily Dent ("Dent")
   
Item 2(b)
Address of Principal Business Office:
 
NGA:
13 Elm Street, Suite 2
Manchester, MA 01944
 
Putnam:
c/o New Generation Advisors LLC
13 Elm Street, Suite 2
Manchester, MA 01944
 
Weiner:
c/o New Generation Advisors LLC
13 Elm Street, Suite 2
Manchester, MA 01944
 
Beals:
c/o New Generation Advisors LLC
13 Elm Street, Suite 2
Manchester, MA 01944
 
Dent:
c/o New Generation Advisors LLC
13 Elm Street, Suite 2
Manchester, MA 01944
   
 





CUSIP No.:  62913F508
 
Page 8 of 12


   
     
Item 2(c)   Citizenship:
   
NGA:
Putnam:
Weiner:
Beals:
Dent:
Massachusetts
American
American
American
American
       
Item 2(d)
 
Title of Class of Securities:
   
Common Stock, $0.001 Par Value Per Share
     
Item 2(e)
 
CUSIP Number:
   
62913F508
     
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
(a)
[   ]
Broker or Dealer registered under Section 15 of the Act
 
(b)
[   ]
Bank as defined in section 3(a) (6) of the Act
 
(c)
[   ]
Insurance Company as defined in section 3(a)(19) of the Act
 
(d)
[   ]
Investment Company registered under section 8 of the Investment Company Act
 
(e)
[X]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
(f)
[   ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
(g)
[   ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
 
(h)
[   ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
 
(i)
[   ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
 
(j)
[   ]
A non-U.S. institution in accordance with Section 240.13d-1(b)(1) (ii)(J)
 
(k)
[   ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
     
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
     
 
If this statement is filed pursuant to Rule 13d-1(c), check this box.[  ]
 


 
CUSIP No.:  62913F508
 
Page 9 of 12

Item 4.
Ownership.
 
(a)
Amount Beneficially Owned:
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
6,009,190
6,009,190
6,023,690
6,009,190
6,009,190
   
(b)
Percent of Class:
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
6.0%
6.0%
6.0%
6.0%
6.0%
   
(c)
Number of shares as to which such person has:
 
 
(1)           Sole power to vote or to direct the vote:
   
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
0
0
14,500
0
0
       
 
(2)           Shared power to vote or to direct the vote:
   
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
6,009,190
6,009,190
6,009,190
6,009,190
6,009,190
   
 
(3)           Sole power to dispose or to direct the disposition of:
   
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
0
0
14,500
0
0
   
 
(4)           Shared power to dispose or to direct the disposition of:
   
 
(i)
(ii)
(iii)
(iv)
(v)
NGA:
Putnam:
Weiner:
Beals:
Dent:
6,009,190
6,009,190
6,009,190
6,009,190
6,009,190

New Generation Advisors, LLC (“NGA”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 6,009,190 shares, or 6.0% of the Common Stock believed to be outstanding, as a result of acting as investment advisor to various clients who are the direct holders of the securities. The board of directors of NGA is composed of Putnam, Weiner, Beals and Dent.  Each reporting person disclaims beneficial ownership of the 6,009,190 shares of Common Stock listed above.  Additionally, 14,500 shares reported by Mr. Weiner are held in a separate account managed and voted on by Mr. Weiner in his individual capacity. 

CUSIP No.:  62913F508
 
Page 10 of 12

Item 5.                      Ownership of Five Percent or Less of a Class.
 
 
                     N/A                                                                                                 
 
 
Item 6.                      Ownership of More than Five Percent on Behalf of Another Person.
 
 
                                N/A 
 
 
Item 7.                      Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
 
 
                     N/A                                                                                                            
 
 
Item 8.                      Identification and Classification of Members of the Group.
 
 
                     N/A                                                                                                            
 
 
Item 9.                      Notice of Dissolution of Group.
 
 
                     N/A                                                                                                            






CUSIP No.:  62913F508
 
Page 11 of 12

Item 10.                      Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 

 
NEW GENERATION ADVISORS, LLC
 
Date:  February 14, 2019
By:
/s/ George Putnam, III
   
George Putnam, III, President
     
Date:  February 14, 2019
By:
/s/ George Putnam, III
   
George Putnam, III
     
Date:  February 14, 2019
By:
/s/ Michael S. Weiner
   
Michael S. Weiner
     
Date:  February 14, 2019
By:
/s/ Darren Beals
   
Darren Beals
     
Date:  February 14, 2019
By: /s/ F. Baily Dent
    F. Baily Dent
     
     
     
 

 
 





CUSIP No.:  62913F508
 
Page 12 of 12

EXHIBIT 1

JOINT FILING AGREEMENT AMONG NEW GENERATION ADVISORS, LLC, GEORGE PUTNAM, III, MICHAEL S. WEINER, DARREN BEALS AND F. BAILY DENT 
 
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows:

NEW GENERATION ADVISORS, LLC, GEORGE PUTNAM, III, MICHAEL S. WEINER, DARREN BEALS AND F. BAILY DENT hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating to their ownership of Common Stock of the Issuer and do hereby further agree that said statement shall be filed on behalf of each of them.
 

 
 

 
NEW GENERATION ADVISORS, LLC
 
Date:  February 14, 2019
By:
/s/ George Putnam, III
   
George Putnam, III, President
 
Date:  February 14, 2019
 
By:
/s/ George Putnam, III
   
George Putnam, III
 
Date:  February 14, 2019
 
By:
/s/ Michael S. Weiner
   
Michael S. Weiner
 
Date:  February 14, 2019
 
By:
/s/ Darren Beals
   
Darren Beals
     
Date:  February 14, 2019 By: /s/ F. Baily Dent
    F. Baily Dent
     
     
     

 
 






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