Subject: [NEXTEL-1] Craig McCaw Plays the "Shell Game" with 2.7+ Million Nextel Shares.

From: Marcel <[email-masked]>
Date: Fri, 01 Nov 2002 20:27:00 -0500

Craig McCaw Plays the "Shell Game" with 2.8 Million Nextel Shares.
Things must be rough in Seattle.
http://ccbn.tenkwizard.com/filing.php?repo=tenk&ipage=1898594&doc=1&num=1&total=0&count=1&pg=&TK=NXTL&CK=824169&FG=0&FC=000000&BK=FFFFFF&SC=ON&TC=FFFFFF&TC1=FFFFFF&TC2=FFFFFF&LK=000099&AL=FF0000&VL=990099

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NEXTEL COMMUNICATIONS INC filed this 4 on 11/01/2002.

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FORM 4
o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF

CHANGES IN BENEFICIAL OWNERSHIP

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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1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer

(Check all applicable)

McCaw(1)

Craig

O.

Nextel Communications, Inc. (NXTL)

X   Director

10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4.

Statement for

Month/Day/Year

Officer

(give title

below)

Other

(specify

below)

2300 Carillon Point

10/30/02

10/31/02

(Street)

5.

If Amendment, Date of Original (Month/Day/Year)

7.

Individual or Joint/Group Filing

(Check Applicable Line)

Form filed by One Reporting Person

X     Form filed by More than

Kirkland,

Washington

98033

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

2A.

Deemed Execution Date, if any

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)

(Month/Day/Year)

(Month/Day/Year)

Code

V

Amount

(A) or (D)

Price

Class A Common

100,000(1)

(1)

(1)

Class A Common

371,950(2)

(2)

(2)

Class A Common

(3)

(3)

(3)

Class A Common

27,223,922(4)

(4)

(4)

Class A Common

(5)

(5)

(5)

Class A Common

19,706(6)

(6)

(6)

Class A Common

(7)

(7)

(7)

Class A Common

20,000(8)

(8)

(8)

13% Preferred Stock Series D

1,000(9)

(9)

(9)

Class A Common

80,000(9)

(9)

(9)

Class A Common

20,000(10)

(10)

(10)

FORM 4 (Continued)

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)

Code

V

(A)

(D)

Date

Exercisable

Expiration Date

Forward Sale Contract(4)

Notional Amount(4)

J(4)

(4)

(4)

(4)

(4)

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 Securities: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership

(Instr. 4)

Title

Amount or Number of Shares

Class A Common

(4)

(4)

(4)

I

(4)

Explanation of Responses:

(1)

The
Reporting Person, Craig O. McCaw, is the designated filer on his own behalf and on behalf of Dennis M. Weibling and J. Timothy Bryan. Messrs. McCaw,
Weibling and Bryan are Directors and are subject to Section 16 reporting requirements.

(2)

Shares
owned directly by Eagle River Investments, LLC. The Reporting Person is a member and manager of Eagle River Investments, LLC.

(3)

Shares
owned directly by Eagle River Holdings, L.L.C. ("ERH"), a wholly-owned subsidiary of Eagle River Investments, LLC. Mr. Bryan and Mr. Weibling have
no reportable beneficial ownership interest in any shares owned by ERH.

(4)

Shares
owned directly by Digital Radio, LLC ("DR"). Mr. McCaw is the manager of Eagle River Investments, LLC, which in turn is the manager of DR. The Reporting Person is
a member and the manager of Eagle River Investments, LLC which is a member and the manager of DR. Mr. McCaw disclaims beneficial ownership of such shares, except to the extent of his pecuniary
interest therein. Mr. Bryan and Mr. Weibling have no reportable beneficial interest in any shares owned by DR. DR entered into a series of deferred sale transactions on the date set
forth below with a broker-dealer firm pursuant to which DR received a notional amount of cash on such dates against the future settlement of the number of shares set forth opposite such dates
(collectively, the "Shares"), in the form of a variable rate forward sale contract (the "DR Contract").

Date

Number of

Shares

10/30/02

1,872,057

10/31/02

914,069

The
DR Contract provides DR with a modified put option and the counterparty with a modified call option with respect to the Shares. In each such transaction, the "options" are both exercisable on
4/30/04, the date the DR Contract expires. Pursuant to the DR Contract, at the expiration date, DR must deliver the Shares, or a lesser number of shares which shall be determined based on the share
price on the expiration date, to the counterparty.

(5)

25,407,922 Shares
owned by entities wholly owned or controlled by the Reporting Person are subject to a series of deferred sale transactions with broker-dealer firms pursuant
to which such subsidiaries received a notional amount of cash against the future settlement of such shares in the form of a variable rate forward sale contract.

(6)

In
February of 2000, 5,931,418 shares (adjusted for a subsequent stock split) were contributed by the Reporting Person to ICO Teledesic Global Limited ("ITGL") as a capital
contribution. ITGL entered into a deferred sale transaction on March 9, 2000 with Chase Securities, Inc. pursuant to which ITGL received a notional amount of cash against the future
settlement of 5,911,712 shares in the form of a variable rate forward sale contract. ITGL is now known as ICO Global Communications (Holdings) Limited.

(7)

Option
Acquisition, L.L.C.("OA"), an entity controlled by the Reporting Person. 4,568,196 shares are subject to a series of deferred sale transactions with a broker-dealer firm
pursuant to which OA received a notional amount of cash against the future settlement of such shares in the form of a variable rate foward sale contract.

(8)

Shares
owned directly by On Eagles' Wings, LLC, a family LLC of Mr. Weibling's, in which he is the managing member and shares a 60% ownership interest with his wife.
Mr. McCaw and Mr. Bryan disclaim ownership of such shares.

(9)

Shares
owned directly by The Weibling Living Trust. Dennis Weibling is the Trustee of the trust. Mr. McCaw and Mr. Bryan disclaim ownership of such shares.

(10)

Shares
owned directly by Mr. Bryan. Mr. McCaw and Mr. Weibling disclaim ownership of such shares.

Joint Filer Information

Names:

Craig O. McCaw

Dennis M. Weibling

J. Timothy Bryan

Address:

2300 Carillon Point

Kirkland, Washington 98033

Designated Filer:

Craig O. McCaw

Issuer and Ticker Symbol:

Nextel Communications, Inc. (NXTL)

Date of Event Requiring Statement:

10/30-31/02

/s/  C. JAMES JUDSON

11/01/02

**Signature of Reporting Person

Date

Reminder:

Report on a separate line for each class of securities beneficially owned directly or indirectly.

*

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).

Note:

File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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