Edgar Filing: COURT SQUARE CAPITAL LTD

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CITIGROUP INC

2. Issuer Name and Ticker or Trading Symbol
NTELOS HOLDINGS CORP [NTLS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

399 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2007

(Street)

NEW YORK, NY 10043

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	10/12/2007		S⁽¹⁾		2,423,185	D	$ 26.59	848,437 ⁽²⁾	I	By Affiliate ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CITIGROUP INC 399 PARK AVENUE NEW YORK, NY 10043	X
CITICORP BANKING CORP ONE PENN'S WAY NEW CASTLE, DE 19720	X
COURT SQUARE CAPITAL LTD 399 PARK AVENUE NEW YORK, NY 10043	X
CITIGROUP VENTURE CAPITAL GP HOLDINGS LTD 399 PARK AVENUE NEW YORK, NY 10043	X
CVC PARTNERS LLC 399 PARK AVENUE NEW YORK, NY 10043	X
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS LP 399 PARK AVENUE NEW YORK, NY 10043	X

Signatures

Citigroup Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary		10/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares will be disposed of in a private transaction pursuant to a Stock Purchase Agreement, dated as of September 25, 2007, by and among Quadrangle Capital Partners II, LP and certain of its affiliates and Citigroup Venture Capital Equity Partners, L.P. ("CVCEP") and certain of its affiliates. The closing of such disposition is estimated to occur on October 17, 2007.
(2)	A principal of CVCEP serves on the Issuer's Board of Directors. The Common Stock reported in Table I represents (i) 832,234 shares directly beneficially owned by CVCEP and (ii) 16,203 shares directly beneficially owned by affiliates of the Reporting Persons that are subsidiaries of CVC Partners, LLC and Citigroup Venture Capital GP Holdings, Ltd. ("CVCGP"). CVC Partners, LLC holds a general partnership interest in CVCEP. CVCGP holds a membership interest in CVC Partners, LLC. Court Square Capital Limited is the sole stockholder of CVCGP. Citicorp Banking Corporation ("CBC") is the sole stockholder of Court Square Capital Limited. Citigroup Inc. ("Citigroup") is the sole stockholder of CBC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Remarks: In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects securities beneficially owned by Citigroup, a holding company for a global financial services group, on behalf of itself and its subsidiaries, excluding the Old Lane Partners ("Old Lane") business. Old Lane, its executive officers and directors and its direct and indirect subsidiaries may beneficially own securities of the Company, and such securities are not reported in this filing. Citigroup (other than Old Lane) disclaims beneficial ownership of securities beneficially owned by Old Lane, and Old Lane disclaims beneficial ownership of the securities reported herein.

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