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

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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^*

ARENDT WILLIAM G

(Last)

(First)

(Middle)

2001 EDMUND HALLEY DRIVE

(Street)

RESTON

20191

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXTEL COMMUNICATIONS INC [ NXTL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP & Controller

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)
Class A Common Stock	08/12/2005		F		25,320⁽¹⁾	D	$33.32	36,838	D
Class A Common Stock	08/12/2005		D		36,838	D	⁽²⁾	0	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 (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)	$61.9375	08/12/2005		D			30,000	⁽³⁾	02/17/2010	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$10.71	08/12/2005		D			6,000	⁽⁵⁾	11/30/2011	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$8.64	08/12/2005		D			6,000	⁽⁵⁾	09/28/2011	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$17.36	08/12/2005		D			6,000	⁽³⁾	07/27/2011	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$22.3125	08/12/2005		D			40,000	⁽³⁾	02/20/2011	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$18.03	08/12/2005		D			10,000	⁽³⁾	05/21/2009	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$15.28	08/12/2005		D			30,000	⁽³⁾	02/18/2009	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$23.19	08/12/2005		D			10,000	⁽⁵⁾	08/31/2014	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$28.46	08/12/2005		D			10,000	⁽⁵⁾	11/30/2014	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$29.41	08/12/2005		D			20,000	⁽⁵⁾	02/24/2015	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$27.34	08/12/2005		D			32,000	⁽⁵⁾	02/11/2014	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$12.31	08/12/2005		D			17,500	⁽⁵⁾	02/13/2013	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Option(right to buy)	$5.35	08/12/2005		D			18,959	⁽⁵⁾	04/23/2012	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Options (Right to buy	$19.33	08/12/2005		D			6,000	⁽⁵⁾	08/29/2013	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Options (Right to buy	$14.99	08/12/2005		D			6,000	⁽⁵⁾	05/30/2013	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Options (Right to buy)	$25.33	08/12/2005		D			6,000	⁽⁵⁾	11/28/2013	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Options(right to buy)	$5.02	08/12/2005		D			9,600	⁽⁶⁾	02/13/2012	Class A Common Stock	0	⁽⁴⁾	0	D
Non-Qualified Stock Options(right to buy)	$23.13	08/12/2005		D			10,000	⁽⁵⁾	05/28/2014	Class A Common Stock	0	⁽⁴⁾	0	D

Explanation of Responses:

1. Restrictions on 60,000 deferred shares held by Mr. Arendt lapsed on August 12,2005. At Mr. Arendt's election, this issuer withheld the number of shares set forth in Table I to satisfy applicable tax withholding obligations.

2. The shares of class A common stock were disposed of 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 a combination of shares of Sprint Nextel series 1 common stock and cash, with a total value per share equal to 1.3 shares of Sprint Nextel common stock, and each deferred share into 1.3 deferred shares of Sprint Nextel.

3. Options fully vested.

4. 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.

5. Vesting of options takes place over four years on a monthly basis from the date of grant.

6. 25% of options vested immediately and the remaining 75% vest monthly over four years from the date of grant.

Remarks:

	/s/ Richard Montfort Attorney-in-Fact	08/12/2005
	** 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).
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