UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Nextel Partners, Inc

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

65333F107

(CUSIP Number)

 

Annual Filing

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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.  65333F107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Eagle River Investments, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
13,442,456

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
12,442,456

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,442,456

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.8% of Class A Common

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2

 

Explanatory Note:

This amended statement amends and supplements the information set forth in the Amendment No. 3 to Schedule 13G filed by the reporting person on October 29, 2003.

 

Item 1.

 

(a)

Name of Issuer
Nextel Partners, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
4500 Carillon Point
Kirkland, WA 98033

 

Item 2.

 

(a)

Name of Person Filing
Eagle River Investments, L.L.C.

 

(b)

Address of Principal Business Office or, if none, Residence
2300 Carillon Point
Kirkland, Washington 98033

 

(c)

Citizenship
Washington limited liability company

 

(d)

Title of Class of Securities
Class A Common Stock

 

(e)

CUSIP Number
65333F107

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not Applicable

 

3

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

12,442,456

 

(b)

Percent of class:   

6.8%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

13,442,456

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

12,442,456

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 4 is hereby amended as follows:

On January 2, 2004, the Reporting Person distributed 307,556 shares to two of its former members.  The Reporting Person no longer has any voting or dispositive power over these distributed shares.

 

Item 5.

Interest in Securities of the Issuer

The aggregate number of shares of Nextel Partners, Inc. Common Stock (based on 262,242,662 outstanding as of 12/31/03) owned by the reporting person covered by this statement is 12,442,456 and 4.7% of total outstanding shares and 6.8% of Class A common stock based on 183,186,434 shares outstanding.

 

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

Not Applicable

 

4

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Feb. 17, 2004

 

Date

 


/s/ Brian Marcinek

 

Signature

 


Vice President

 

Name/Title

 

5