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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ZINTERHOFER ERIC 		2. Issuer Name and Ticker or Trading Symbol

iPCS, INC [ IPCS ] 		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)

1301 AVENUE OF THE AMERICAS, 38TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/27/2009
(Street)

NEW YORK, NY 10019-
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) $39.47   11/27/2009     D   (2)       9580      (2) 3/7/2017   Common Stock   9580     (2) 0   D  
 
Stock Option (Right to Buy)   (1) $25.29   11/27/2009     D   (2)       7500      (2) 1/30/2018   Common Stock   7500     (2) 0   D  
 
Stock Option (Right to Buy)   (1) $8.76   11/27/2009     D   (2)       7500      (2) 3/9/2019   Common Stock   7500     (2) 0   D  
 

Explanation of Responses:
( 1)  Mr. Zinterhofer is associated with Apollo Advisors IV, L.P. ("Advisors IV"). Advisors IV serves as the general partner of Apollo Investment Fund IV, L.P. ("AIF IV") and the managing partner of Apollo Overseas Partners IV, L.P. ("Overseas IV" and together with AIF IV, the "Apollo Funds"), which are the record owners of certain shares of common stock of Issuer. Mr. Zinterhofer disclaims beneficial ownership of any and all securities Issuer that may be deemed beneficially owned by any of the Apollo Funds, Advisors IV, Apollo Management IV, L.P. (the manager of each the Apollo Funds) and any other Apollo investment managers or advisors. This report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2)  Option disposed of pursuant to Merger Agreement in exchange for the right to receive, upon completion of the merger, an amount in cash equal to (A) the excess, if any, of (1) $24.00 over (2) the exercise price per share of Issuer Common Stock subject to such option, multiplied by (B) the number of shares of Issuer Common Stock subject to such option immediately prior to the effective time of the merger (whether vested or unvested).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ZINTERHOFER ERIC
1301 AVENUE OF THE AMERICAS
38TH FLOOR
NEW YORK, NY 10019- 		X



Signatures
By: /s/ Eric Zinterhofer 12/1/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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