SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONWAY WILLIAM E JR

(Last)

(First)

(Middle)

2001 EDMUND HALLEY DRIVE

(Street)

RESTON

20191

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPRINT NEXTEL CORP [ S ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2005		A		800,234⁽¹⁾	A	⁽¹⁾	800,234	D
Common Stock	08/12/2005⁽²⁾		A		10⁽³⁾	A	$0.00⁽²⁾	800,244	D
Common Stock	08/12/2005		A		102,775⁽¹⁾	A	⁽¹⁾	102,775	I	By Corporation

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option(right to buy)	$17.16	08/12/2005		A		208,000		⁽⁴⁾	02/20/2011	Common Stock	0	⁽⁵⁾	208,000	D
Non-Qualified Stock Option(right to buy)	$6.14	08/12/2005		A		3,467		⁽⁴⁾	09/06/2012	Common Stock	0	⁽⁵⁾	3,467	D
Non-Qualified Stock Option(right to buy)	$10.06	08/12/2005		A		41,600		⁽⁴⁾	12/03/2012	Common Stock	0	⁽⁵⁾	41,600	D
Non-Qualified Stock Option(right to buy)	$10.83	08/12/2005		A		83,200		⁽⁴⁾	02/28/2013	Common Stock	0	⁽⁵⁾	83,200	D
Non-Qualified Stock Option(right to buy)	$11.53	08/12/2005		A		81,250		⁽⁴⁾	05/30/2013	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$14.87	08/12/2005		A		81,250		⁽⁴⁾	08/29/2013	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$19.48	08/12/2005		A		81,250		⁽⁴⁾	11/28/2013	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$20.38	08/12/2005		A		81,250		⁽⁴⁾	02/27/2014	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$17.62	08/12/2005		A		81,250		⁽⁴⁾	05/27/2014	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$17.84	08/12/2005		A		81,250		⁽⁴⁾	08/31/2014	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$21.89	08/12/2005		A		81,250		⁽⁴⁾	11/30/2014	Common Stock	0	⁽⁵⁾	81,250	D
Non-Qualified Stock Option(right to buy)	$22.84	08/12/2005		A		19,500		⁽⁴⁾	05/26/2015	Common Stock	0	⁽⁵⁾	19,500	D
Non-Qualified Stock Option(right to buy)	$47.64	08/12/2005		A		52,000		⁽⁴⁾	02/17/2010	Common Stock	0	⁽⁵⁾	52,000	D
Non-Qualified Stock Option(right to buy)	$22.64	08/12/2005		A		81,250		⁽⁴⁾	02/28/2015	Common Stock	0	⁽⁵⁾	81,250	D

Explanation of Responses:

1. The shares of series 1 common stock were acquired pursuant to the merger agreement between Nextel Communications, Inc. and Sprint Corporation, which provides for the conversion of each outstanding share of Nextel class A common stock into approximately 1.2675 shares of Sprint Nextel common stock and cash equal to the product of the cash ratio of 0.0325 and the average of the per share closing prices of shares of Sprint series 1 common stock during the 20 trading day period on the New York Stock Exchange ending on (and including) the August 12, 2005, the closing date of the merger.

2. These share units are issued under Sprint Nextel?s 1997 Long-Term Stock Incentive Program. Each unit represents the right to receive one share of the underlying security at a date in the future.

3. These share units vest 100% on the first anniversary of the grant date.

4. Options fully vested.

5. This option was assumed by Sprint Nextel in the merger and replaced with an option to purchase shares of Sprint Nextel common stock, with the number of shares issuable under the options and exercise prices for those options adjusted based on an exchange ratio of 1.3 to 1 with no change to the aggregate exercise price.

Remarks:

	/s/ Richard Montfort Attorney-in-Fact	08/16/2005
	** 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 Number.