UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

NII Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

62913F 50 8

(CUSIP Number)

December 19, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 62913F 50 8

CUSIP No. 62913F 50 8

Item 1(a).

Name of Issuer:

NII Holdings, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

12110 Sunset Hills Road, Suite 600, Reston, Virginia 20190

Item 2(a).

Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Joseph D. Samberg (“Mr. Samberg”)

The Joseph D. Samberg Revocable Trust (the “Revocable Trust”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

1091 Boston Post Road

Rye, New York 10580

Item 2(c).

Citizenship:

Mr. Samberg is a United States citizen

The Revocable Trust is a New York trust

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”)

Item 2(e).

CUSIP Number:

62913F 50 8

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 102,835,848 outstanding shares of Common Stock, as reported in the Issuer’s Form 10-Q filed on November 5, 2019.

Mr. Samberg does not directly hold any shares of Common Stock. The Revocable Trust, of which Mr. Samberg serves as trustee, directly holds 2,496,986 shares of Common Stock, and an entity controlled by Mr. Samberg directly holds 865,147 shares of Common Stock. Mr. Samberg may be deemed to beneficially own the securities directly held by the Revocable Trust and the other entity.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

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 23, 2019

/s/ Joseph D. Samberg

JOSEPH D. SAMBERG


THE JOSEPH D. SAMBERG REVOCABLE TRUST



By:		/s/ Joseph D. Samberg
		Name: Joseph D. Samberg
		Title: Trustee

NAMES OF REPORTING PERSONS

Joseph D. Samberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NII HOLDINGS INC SC 13G/A