Sec Form 4 Filing - Aurelius Capital Management, LP @ NII HOLDINGS INC - 2016-05-27

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 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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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 (MM/DD/YY) 05/27/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aurelius Capital Management, LP 535 MADISON AVENUE 22ND FLOOR NEW YORK, NY10022 X ACP Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9KY1-9003 X Aurelius Capital Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9KY1-9003 X Aurelius Convergence Master, Ltd. C/O GLOBEOP FINCL SERVICES (CAYMAN) LTD 45 MARKET ST, GARDENIA CT, CAMANA BAY GRAND CAYMAN, E9KY1-9003 X Aurelius Investment, LLC C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL NEW YORK, NY10022 X Brodsky Mark D. C/O AURELIUS CAPITAL MANAGEMENT, LP 535 MADISON AVENUE, 22ND FL NEW YORK, NY10022 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:

( 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.

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).

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