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. 2 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. 2 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) The information set forth in Rows 7
through 13 of the cover page hereto for each Reporting Person is incorporated herein by reference. The percentage amount set forth
in Row 13 for all cover pages filed herewith is calculated based on 100,566,040 shares of Common Stock outstanding as of May 5,
2017 as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 10, 2017.

(c) Information concerning transactions in the
Common Stock by the Reporting Persons effected during the past sixty days is set forth in Annex I hereto and is incorporated
herein by reference. Other than as set forth in Item 5(e) below, Aurelius Capital Master, Ltd. and Aurelius Convergence Master,
Ltd. are the only Reporting Persons to have effected transactions in the Common Stock in the past sixty days.

(e) Effective April 1, 2017, the shares
of Common Stock held by ACP Master, Ltd. were transferred to Aurelius Capital Master, Ltd. in an internal restructuring.
Accordingly, ACP Master, Ltd. is no longer a Reporting Person on this Schedule 13D.

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: May 31, 2017

Annex I

Transactions in the Shares Effected During
the Past Sixty Days

This Annex I sets forth transactions
in the Common Stock by Aurelius Capital Master, Ltd. and Aurelius Convergence Master, Ltd. in the past sixty days. 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 CONVERGENCE MASTER,
LTD.