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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Chandor Stebbins B Jr 		2. Issuer Name and Ticker or Trading Symbol

NTELOS HOLDINGS CORP. [ NTLS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO & Treas.
(Last)          (First)          (Middle)

C/O NTELOS HOLDINGS CORP, 1154 SHENANDOAH VILLAGE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2016
(Street)

WAYNESBORO, VA 22980
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $0.01 Per Share   5/6/2016     M    5724   A $0   160718   D    
Common Stock, Par Value $0.01 Per Share   5/6/2016     M    1523   A $0   162241   D    
Common Stock, Par Value $0.01 Per Share   5/6/2016     D    162241   D $9.25   0   D    
Common Stock, Par Value $0.01 Per Share   5/6/2016     D    3861   D $9.25   0   I   by 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Shares     (1) 5/6/2016     M         5724      (1) 2/28/2019   Common Stock   5724   $0   0   D    
Performance Stock Units     (2) 5/6/2016     A      1164         (2) 12/31/2016   Common Stock   1164   $0   1523   D    
Performance Stock Units     (2) 5/6/2016     M         1523      (2) 12/31/2016   Common Stock   1523   $0   0   D    
Stock Option (Right to Buy)   $6.00   5/6/2016     D         52683      (3) 3/5/2025   Common Stock   52683   $0   0   D    

Explanation of Responses:
( 1)  Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc.
( 2)  Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share.
( 3)  This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $171,219.75, representing the difference between the exercise price of the option and the merger consideration per share of $9.25

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Chandor Stebbins B Jr
C/O NTELOS HOLDINGS CORP
1154 SHENANDOAH VILLAGE DRIVE
WAYNESBORO, VA 22980

EVP, CFO & Treas.

Signatures
/s/ Brian J. O'Neil, attorney-in-fact for Mr. Chandor 5/3/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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