Sec Form 4 Filing - FOYO PETER A @ NII HOLDINGS INC - 2013-04-30

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 FOYO PETER A 2. Issuer Name and Ticker or Trading Symbol NII HOLDINGS INC [ NIHD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Nextel Mexico (Last) (First) (Middle) 1875 EXPLORER STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2013 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 04/30/2013 A 30,648 A $ 0 166,597 ( 2 ) D

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 Stock Option (right to purchase) ( 3 ) $ 8.7 04/30/2013 A 54,527 04/30/2014 04/30/2023 Common Stock 54,527 $ 0 54,527 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOYO PETER A 1875 EXPLORER STREET SUITE 1000 RESTON, VA20190 President, Nextel Mexico Signatures Shana SmithAttorney-in-Fact 05/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock grant will vest over three years, as follows: 33-1/3% on April 30, 2014; 33-1/3% on April 30, 2015; and 33-1/3% on April 30, 2016. ( 2 )The amount of securities beneficially owned following reported transactions on this column 5 of Table I include 6,552 shares of restricted stock that vest on April 20, 2014; 12,755 shares of restricted stock that vest on April 24, 2014; 12,756 shares of restricted stock that vest on April 24, 2015; 10,216 shares of restricted stock that vest on April 30, 2014; 10,216 shares of restricted stock that vest on April 30, 2015; and 10,216 shares of restricted stock that vest on April 30, 2016. ( 3 )The stock option grant will vest over three years, as follows: 33-1/3% on April 30, 2014; 33-1/3% on April 30, 2015; and 33-1/3% on April 30, 2016.

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).

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