- 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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Highland Steven Craig	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.
(Last)          (First)          (Middle) C/O NTELOS HOLDINGS CORP., 1154 SHENANDOAH VILLAGE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 11/11/2011
(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	11/11/2011		A		1659   (1)	A	$ 0	27134   (2)	D
Common Stock, Par Value $0.01 Per Share								343.09	I	By 401(k) Plan
Common Stock, Par Value $0.01 Per Share								447	I   (3)	By Daughter
Common Stock, Par Value $0.01 Per Share								447	I   (3)	By Son

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
Stock Option (Right to Buy)	$22.4   (4)							(6)	3/5/2017	Common Stock	4050   (5)		4050   (5)	D
Stock Option (Right to Buy)	$26.32   (4)							(7)	3/3/2018	Common Stock	4050   (5)		4050   (5)	D
Stock Option (Right to Buy)	$22.25   (4)							(8)	3/2/2019	Common Stock	4050   (5)		4050   (5)	D
Stock Option (Right to Buy)	$21.53   (4)							(9)	3/1/2020	Common Stock	5505   (5)		5505   (5)	D
Stock Option (Right to Buy)	$23.98   (4)							(10)	2/28/2021	Common Stock	4441   (5)		4441   (5)	D

Explanation of Responses:
( 1)	Restricted stock vests on 11/11/2014
( 2)	Balance reflects automatic adjustments to outstanding share awards, made pursuant to the Employee Matters Agreement ("Employee Matters Agreement") between NTELOS Holdings Corp. and Lumos Networks Corp. ("Lumos"), and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
( 3)	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.
( 4)	Exercise Price reflects automatic adjustment to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
( 5)	Balance reflects automatic adjustments to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
( 6)	Option fully vested and currently exercisable.
( 7)	3,037 options currently vested; remaining 1,013 options are scheduled to vest on March 3, 2012.
( 8)	2,025 options are currently vested. One half of remaining options are scheduled to vest on each March 2 of 2012 and 2013.
( 9)	1,375 options are currently vested; One-third of the remaining options vest and become exercisable on each of March 1 of 2012 - 2014.
( 10)	25% vests and becomes exercisable on each February 28 of 2012 - 2015.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Highland Steven Craig C/O NTELOS HOLDINGS CORP. 1154 SHENANDOAH VILLAGE DRIVE WAYNESBORO, VA 22980			SVP - Finance and Corp. Dev.

Signatures
/s/ Brian J. O'Neil, attorney-in-fact for Steven Craig Highland		11/15/2011
** 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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