Edgar Filing: CREDIT SUISSE FIRST BOSTON/

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 5)*

Nextel Partners, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Class A Common Stock ($0.001 par value)
--------------------------------------------------------------------------------
(Title of Class of Securities)

65333F107
CUSIP Number)

November 19, 2003
--------------------------------------------------------------------------------
(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)

|X| 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
or 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 NAME OF REPORTING PERSON Credit Suisse First Boston, on behalf of the
Credit Suisse First Boston business unit

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
---------------- -------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
---------------- -------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- -------------------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland
-------------------------------- ------------- -------------------------------------------------------------------------------------
5 SOLE VOTING POWER

None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------- ------------- -------------------------------------------------------------------------------------
6 SHARED VOTING POWER

16,526,187
-------------------------------- ------------- -------------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER

None
-------------------------------- ------------- -------------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER

16,526,187
---------------- -------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,526,187
---------------- -------------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

---------------- -------------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.3%
---------------- -------------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON

BK, HC, OO
---------------- -------------------------------------------------------------------------------------------------------------------

*SEE INSTRUCTION BEFORE FILLING OUT!

ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

(a) Name of Issuer: Nextel Partners, Inc.

(b) Address of Issuer's Principal Executive Offices:

4500 Carillon Point
Kirkland, WA 98033

ITEM 2. PERSON FILING:

(a) Name of Person Filing:

See Item 1 on the cover page. See also, Schedule I.

(b) Address of Principal Business Office or, if none, Residence:

Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland

Switzerland

(d) Title of Class of Securities:

Class A Common Stock, $0.001 par value

(e) CUSIP Number:

65333F107

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C),
CHECK WHETHER THE PERSON FILING IS A:

(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.

(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);

(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;

(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4. OWNERSHIP.

ITEM 4(A): AMOUNT BENEFICIALLY OWNED:

See response to Item 9 on page 2.

ITEM 4(B): PERCENT OF CLASS:

See response to Item 11 on page 2 and see Schedule I.

ITEM 4(C): Number of shares as to which the Reporting Person has:

(i) sole power to vote or direct the vote:

See response to Item 5 page 2.

(ii) shared power to vote or to direct the vote:

See response to Item 6 on page 2.

(iii) sole power to dispose of or to direct the disposition of:

See response to Item 7 on page 2.

(iv) shared power to dispose of or to direct the disposition of:

See response to Item 8 on page 2.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

N/A

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

N/A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

See Schedule I.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

N/A

ITEM 10. CERTIFICATION.

(a) N/A

(b) N/A

SIGNATURES

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.

CREDIT SUISSE FIRST BOSTON, on behalf of
the Credit Suisse First Boston business unit

By: /s/ Ivy B. Dodes
--------------------------------------------
Name: Ivy B. Dodes
Title: Managing Director

SCHEDULE I
----------

In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Schedule 13G is being filed by
Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of
itself and its subsidiaries, to the extent that they constitute the
Credit Suisse First Boston business unit (the "CSFB business unit")
excluding Asset Management (as defined below) (the "Reporting
Person"). The CSFB business unit is also comprised of an asset
management business principally conducted under the brand name Credit
Suisse Asset Management ("Asset Management"). The Reporting Person
provides financial advisory and capital raising services, sales and
trading for users and suppliers of capital around the world and
invests in and manages private equity and venture capital funds.
Asset Management provides asset management and investment advisory
services to institutional, mutual fund and private investors
worldwide. The address of the Bank's principal business and office is
Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The
address of the Reporting Person's principal business and office in
the United States is Eleven Madison Avenue, New York, New York 10010.

The ultimate parent company of the Bank is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland. CSG is a
global financial services company with two distinct business units.
In addition to the CSFB business unit, CSG and its consolidated
subsidiaries are comprised of the Credit Suisse Financial Services
business unit (the "Credit Suisse Financial Services business unit").
CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich,
Switzerland.

CSG, for purposes of the federal securities laws, may be deemed
ultimately to control the Bank and the Reporting Person. CSG, its
executive officers and directors, and its direct and indirect
subsidiaries (including Asset Management and the Credit Suisse
Financial Services business unit) may beneficially own shares of the
securities of the issuer to which this schedule relates (the
"Shares") and such Shares are not reported in this statement. CSG
disclaims beneficial ownership of Shares beneficially owned by its
direct and indirect subsidiaries, including the Reporting Person. The
Reporting Person disclaims beneficial ownership of Shares
beneficially owned by CSG, Asset Management and the Credit Suisse
Financial Services business unit.

The Reporting Person, along with certain individuals and
corporations, may be deemed to be a group with respect to the
securities of Nextel Partners, Inc. as a result of being parties to
the Amended and Restated Shareholders' Agreement, dated February 18,
2000, as amended on February 22, 2000 (the "Shareholders Agreement").
The Reporting Person disclaims beneficial ownership of any Nextel
Partners, Inc. securities held by any other party to the Shareholders
Agreement.