UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1913, ~~2019~~2020

___________

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation)	001-37488 (Commission File Number)		91-1671412 (IRS Employer Identification No.)

12110 Sunset Hills Road, Suite 600 Reston, Virginia (Address of principal executive offices)		20190 (Zip Code)

Registrant's telephone number, including area code: (703) 390-5100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	NIHD	Nasdaq Global Select Market

Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 57.0201. ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers~~Disclosure.

AsOn ~~previously~~January ~~announced~~13, 2020, NII Holdings, Inc. (the “Company”) ~~completed~~announced that it filed a certificate of dissolution (the ~~sale~~“Certificate of ~~its~~Dissolution”) ~~wireless~~with ~~operations~~the inSecretary ~~Brazil~~of State of the State of Delaware, as contemplated by the Plan of Complete Liquidation and Dissolution (the “~~Transaction~~Plan”) previously approved by the Company’s Board of Directors and stockholders. The Certificate of Dissolution, which became effective at 4:00 p.m. Eastern Time on ~~December~~January 1813, ~~2019~~2020 ~~and~~(the ~~confirmed~~“Effective ~~its~~Time”), ~~plan~~provides tofor ~~dissolve~~the ~~following~~dissolution of the ~~closing~~Company under the General Corporation Law of the ~~Transaction~~State of Delaware.

OnIn ~~December 19, 2019, the Board of Directors of the Company (the “Board”) determined that in~~ connection with the ~~closing~~filing of the ~~Transaction~~Certificate ~~and the dissolution~~ of ~~the Company~~Dissolution, iteffective isas inof the ~~best~~Effective ~~interests~~Time, of the Company toclosed ~~further~~its ~~streamline~~stock ~~the~~transfer ~~Company’s~~books ~~expenses~~ and ~~approved~~discontinued arecording ~~workforce~~transfers ~~reduction that will result in the termination~~ of ~~all~~its ~~but~~common ~~three active employees by March 2~~stock, ~~2020.~~par Asvalue ~~a result, Daniel Freiman, Acting Principal Executive Officer and Chief Financial Officer, has been provided with a target severance date of March 1, 2020~~$0.001 ~~Mr. Freiman’s severance benefits are as set forth in~~ (the ~~Retention~~“Common ~~and~~Stock”). ~~Separation~~Holders ~~Agreement~~of ~~between~~ the ~~Company~~Common ~~and~~Stock ~~Mr.~~are ~~Freiman,~~no ~~dated~~longer ~~April~~able 1,to ~~2019,~~transfer ~~filed~~record asor ~~Exhibit~~beneficial ~~10.2~~ownership toof the ~~Company’s~~Common ~~Form 10-Q for the period ended March 31~~Stock, ~~2019.~~other ~~Following~~than ~~Mr.~~transfers ~~Freiman’s~~by ~~departure~~will, ~~Timothy~~intestate ~~Mulieri,~~succession ~~currently~~or ~~Vice~~operation ~~President, Corporate Controller and Principal Accounting Officer~~ of ~~the Company, will serve as Vice President, Chief Financial Officer of the Company~~law.

~~The~~As ~~Board~~previously ~~also~~announced, ~~approved~~ the ~~2020~~Company ~~compensation~~notified ~~program for~~ the ~~Company’s~~Nasdaq ~~remaining~~Stock ~~executive~~Market ~~officers.~~(“Nasdaq”) ~~Shana~~on ~~Smith,~~December ~~Vice President~~18, ~~General~~2019 ~~Counsel and Corporate Secretary, will receive a base salary~~ of ~~$500,000~~its ~~and~~intention ato ~~retention~~delist ~~bonus~~the ofCommon ~~$500,000,~~Stock ~~which~~from ~~will~~the beNasdaq ~~paid~~Global onSelect ~~December 31, 2020 if she is employed in good standing on that date~~Market. ~~Should~~The ~~Ms.~~Company ~~Smith~~filed ~~be terminated without cause during 2020, she will receive~~ a ~~pro-rated~~Form ~~portion~~25 ofwith the ~~retention~~Securities ~~bonus~~and ~~payment.~~Exchange ~~Mr.~~Commission ~~Mulieri~~and ~~will~~Nasdaq ~~receive~~on aDecember ~~base~~30, ~~salary of $400~~2019,~~000~~ and athe ~~retention~~Common ~~bonus~~Stock ofwas ~~$400,000,~~delisted ~~which~~from ~~will~~trading ~~be paid~~ on ~~December~~the ~~31,~~Nasdaq ~~2020~~Global ifSelect heMarket ~~is employed in good standing~~ on ~~that~~January ~~date. Should Mr. Mulieri be terminated without cause during 2020~~9, ~~he will receive a pro-rated portion of the retention bonus payment~~2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NII HOLDINGS, INC.
		(Registrant)
Dated: December 19, 2019		By: /s/ SHANA C. SMITH
Dated: January 13, 2020		By: /s/ SHANA C. SMITH
		Shana C. Smith
		General Counsel and Secretary

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