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^*

Highland Steven Craig

(Last)

(First)

(Middle)

C/O NTELOS HOLDINGS CORP.

1154 SHENANDOAH VILLAGE DRIVE

(Street)

WAYNESBORO

22980

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NTELOS HOLDINGS CORP [ NTLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Finance and Corp. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2014

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, Par Value $0.01 Per Share	03/14/2014		A		5,033⁽¹⁾	A	$0	32,122	D
Common Stock, Par Value $0.01 Per Share								1,854	I	By 401(k) Plan
Common Stock, Par Value $0.01 Per Share								223	I⁽²⁾	By Daughter
Common Stock, Par Value $0.01 Per Share								223	I⁽²⁾	By Son

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)
Stock Option (Right to Buy)	$12.93	03/14/2014		A		24,943		⁽³⁾	03/14/2024	Common Stock	24,943	$0	24,943	D
Performance Stock Units	⁽⁴⁾	03/14/2014		A		525		⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $0.01 Per Share	525	$0	525	D
Performance Stock Units	⁽⁴⁾	03/14/2014		A		54⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $0.01 Per Share	54	$0	579	D

Explanation of Responses:

1. Restricted stock cliff vests on March 14, 2017.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Vests 25% on each of March 16, 2015; March 14, 2016; March 14, 2017; March 14, 2018.

4. Each Performance Stock Unit ("PSU") converts into one share of common stock, plus accrued reinvested dividends through the final vesting date. Subject to the terms of the PSU Awards, each PSU will vest on December 31, 2015.

5. Represents PSUs deliverable assuming reinvestment of dividends paid on underlying common stock through March 14, 2014.

	/s/ Brian J. O'Neil, attorney-in-fact for Steven Craig Highland	03/18/2014
	** 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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