SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Gendron Teresa S (Last) (First) (Middle) 1875 EXPLORER STREET SUITE 1000 (Street) RESTON VA 20190 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2010	3. Issuer Name and Ticker or Trading Symbol NII HOLDINGS INC [ NIHD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Controller	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	3,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to purchase)(2)	04/27/2006	04/27/2015	Common Stock	7,500	$26.2	D
Stock Option (right to purchase)(3)	04/26/2007	04/26/2016	Common Stock	17,500	$60.77	D
Stock Option (right to purchase)(4)	04/25/2008	04/25/2017	Common Stock	17,500	$78.3	D
Stock Option (right to purchase)(5)	04/23/2009	04/23/2018	Common Stock	18,500	$40.62	D
Stock Option (right to purchase)(6)	04/22/2010	04/22/2019	Common Stock	18,500	$14.33	D

Explanation of Responses:

1. Ms. Teresa S Gendron was appointed vice president and controller (chief accounting officer) of NII Holdings, Inc. effective 01/01/2010. The restricted stock award was granted on April 22, 2009 and vests 33-1/3% on each 1st, 2nd and 3rd anniversary of the grant.

2. The option vests in four installments: 25% on April 27, 2006; 25% on April 27, 2007; 25% on April 27, 2008 and 25% on April 27, 2009.

3. The option vests in four installments: 25% on April 26, 2007; 25% on April 26, 2008; 25% on April 26, 2009 and 25% on April 26, 2010.

4. The option vests in four installments: 25% on April 25, 2008; 25% on April 25, 2009; 25% on April 25, 2010 and 25% on April 25, 2011.

5. Option vests in four installments: 25% on April 23, 2009; 25% on April 23, 2010; 25% on April 23, 2011 and 25% on April 23, 2012.

6. The stock option grant will vest over three years, as follows: 33-1/3% on April 22, 2010; 33-1/3% on April 22, 2011 and 33-1/3% on April 22, 2012.

Remarks:

	Gary Begeman Attorney-in-Fact	01/11/2010
	** 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 5 (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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