Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * McAvoy Robert L. Jr	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) EVP, Chief Technology Officer
(Last)          (First)          (Middle) C/O NTELOS HOLDINGS CORP., 1154 SHENANDOAH VILLAGE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/6/2016
(Street) WAYNESBORO, VA 22980 (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, Par Value $0.01 Per Share	5/6/2016		M		4422	A	$0	113633	D
Common Stock, Par Value $0.01 Per Share	5/6/2016		M		1177	A	$0	114810	D
Common Stock, Par Value $0.01 Per Share	5/6/2016		D		114810	D	$9.25	0	D
Common Stock, Par Value $0.01 Per Share	5/6/2016		D		4408	D	$9.25	0	I	By 401(k) Plan

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
Phantom Shares	(1)	5/6/2016		M			4422	(1)	2/28/2019	Common Stock	4422	$0	0	D
Performance Stock Units	(2)	5/6/2016		A		899		(2)	12/31/2016	Common Stock	899	$0	1177	D
Performance Stock Units	(2)	5/6/2016		M			1177	(2)	12/31/2016	Common Stock	1177	$0	0	D
Stock Option (Right to Buy)	$6.00	5/6/2016		D			40698	(3)	3/5/2025	Common Stock	40698	$0	0	D

Explanation of Responses:
( 1)	Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc.
( 2)	Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share.
( 3)	This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $132,269, resenting the difference between the exercise price of the option and the merger consideration per share of $9.25.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McAvoy Robert L. Jr C/O NTELOS HOLDINGS CORP. 1154 SHENANDOAH VILLAGE DRIVE WAYNESBORO, VA 22980			EVP, Chief Technology Officer

Signatures
/s/ Brian J. O'Neil, attorney-in-fact for Robert L. McAvoy Jr.		5/6/2016
** 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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