Sec Form 4 Filing - QUADRANGLE GP INVESTORS LLC @ NTELOS HOLDINGS CORP - 2013-11-27

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 QUADRANGLE GP INVESTORS LLC 2. Issuer Name and Ticker or Trading Symbol NTELOS HOLDINGS CORP [ NTLS] 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) 1065 AVENUE OF THE AMERICAS, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2013 (Street) NEW YORK, NY10018 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 $0.01 per share 11/27/2013 S 1,500,000 ( 1 ) D $ 20.96 4,180,837 I See Footnotes ( 2 ) ( 3 )

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 QUADRANGLE GP INVESTORS LLC 1065 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK, NY10018 X QUADRANGLE GP INVESTORS LP 1065 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK, NY10018 X QUADRANGLE CAPITAL PARTNERS A LP 1065 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK, NY10018 X QUADRANGLE SELECT PARTNERS LP 1065 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK, NY10018 X QUADRANGLE CAPITAL PARTNERS LP 1065 AVENUE OF THE AMERICAS 34TH FL NEW YORK, NY10018 X Signatures See Signatures of Reporting Persons in Exhibit 99.1 12/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 27, 2013, (i) Quadrangle Capital Partners LP sold 1,044,595 shares of Common Stock, (ii) Quadrangle Select Partners LP sold 57,077 shares of Common Stock and (iii) Quadrangle Capital Partners-A LP sold 398,328 shares of Common Stock, at $20.96 per share. ( 2 )These shares of Common Stock include (i) 2,791,898 shares of Common Stock held by Quadrangle NTELOS Holdings II LP, (ii) 967,253 shares of Common Stock held by Quadrangle Capital Partners LP, (iii) 52,851 shares of Common Stock held by Quadrangle Select Partners LP and (iv) 368,835 shares of Common Stock held by Quadrangle Capital Partners-A LP. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of the Quadrangle Funds. ( 3 )Each of the Reporting Persons named above disclaims beneficial ownership of the Shares reported herein that are beneficially owned by each of the Quadrangle Funds, except to the extent of each of their pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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