SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PLUM SAMUEL A

(Last)

(First)

(Middle)

1776 WEST MARCH LANE SUITE 250

(Street)

STOCKTON

95207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Traffic.com, Inc. [ TRFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2007

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

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2007		M		16,666	A	$0.75	16,666	D
Common Stock	02/28/2007		M		2,000	A	$5.15	2,000	D
Common Stock	03/06/2007		D		18,666	D	⁽¹⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$0.75	02/28/2007		M			16,666	⁽²⁾	11/15/2014	Common Stock	16,666	⁽²⁾	0	D
Employee Stock Option	$5.15	02/28/2007		M			2,000⁽³⁾	⁽⁴⁾	05/23/2016	Common Stock	2,000	⁽⁴⁾	0	D
Employee Stock Option	$12	03/06/2007		D			8,500	⁽⁵⁾	01/24/2016	Common Stock	8,500	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the terms set forth in an Agreement and Plan of Merger, dated November 5, 2006, by and among issuer, NAVTEQ Corporation ("NAVTEQ"), NAVTEQ Holdings B.V. and NAVTEQ Holdings Delaware, Inc. (the "Merger Agreement") in exchange for cash and/or shares of NAVTEQ common stock in accordance with the terms of the Merger Agreement.

2. This option is immediately exercisable.

3. Two Thousand (2,000) unvested options were cancelled in accordance with the terms of the Merger Agreement.

4. This option is immediately exercisable.

5. This option is vested and was assumed by NAVTEQ in the merger and replaced with an option to buy shares of NAVTEQ common stock in accordance with the terms of the Merger Agreement.

	/s/ Samuel A. Plum	03/07/2007
	** 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).
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