13D Filing: Aurelius Capital Management and NII Holdings Inc (NIHD)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

This Amendment No. 4 amends the statement
on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2015 (the
“Original Schedule 13D”, as amended, the “Schedule 13D”) with respect to the common stock,
$0.001 par value (the “Common Stock”), of NII Holdings, Inc. a Delaware corporation (the “Issuer”).
Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule
13D. This Amendment No. 4 amends Item 5(a)-(c) and (e) as set forth below.

Items 5(a)-(c) and (e) of Item 5 of the
Schedule 13D are hereby amended and restated in their entirety as follows:

(a),(b) As of the close of business on
the date hereof, the Reporting Persons no longer may be deemed to beneficially own any shares of Common Stock.

(c) Information concerning transactions
in the Common Stock by the Reporting Persons effected since the filing of Amendment No. 3 to the Schedule 13D is set forth in Annex
I hereto and is incorporated herein by reference.

(e) The Reporting Persons ceased to be the beneficial
owners of more than five percent of the Common Stock as of December 21, 2017.

SIGNATURES

After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

Date: December 26, 2017

Annex I

Transactions in the Shares Effected Since the Filing of Amendment No. 3

This Annex I sets forth transactions in the Common
Stock by Aurelius Capital Master, Ltd. and Aurelius Investment, LLC since the filing of Amendment No. 3 to the Schedule 13D. Unless
otherwise indicated, all trades were effected in the open market through brokers.

TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CAPITAL MASTER,
LTD.

TRANSACTIONS IN
THE COMMON STOCK BY Aurelius INVESTMENT, LLC