Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Smith Shana C	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) VP, General Counsel & Corp Sec
(Last)          (First)          (Middle) 12110 SUNSET HILLS ROAD, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 12/18/2019
(Street) RESTON, VA 21090 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/18/2019		M		57387	A	(1)	240789	D
Common Stock	12/18/2019		F(2)		27919	D	$2.11	212870	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Restricted Stock Units	(1)	12/18/2019		M			57387	(3)	(3)	Common Stock	57387	$0	0	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of Issuer common stock or cash equal to the fair market value thereof.
(2)	The disposition of the shares reported on this form was made to the Issuer solely to permit the stockholder to pay Issuer the tax withholding obligation due upon vesting of the restricted stock units.
(3)	The vesting of this restricted stock unit scheduled to vest on March 15, 2020 was accelerated as a result of the sale of the Issuer's wireless operations in Brazil, effective December 18, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Shana C 12110 SUNSET HILLS ROAD SUITE 600 RESTON, VA 21090			VP, General Counsel & Corp Sec

Signatures
/s/ Shana C. Smith		12/19/2019
**Signature of Reporting Person		Date