| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NAVTEQ CORP [ NVT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.001 per share | 08/11/2004 | S | 42,611,357 | D | $22 | 30,520,875 | I | See Footnote(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put/Call(2)(3) | (2)(3) | (2)(3) | (2)(3) | Common Stock | 2,580,430 | 2,580,430 | I | See Footnote(1) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. By Philips Consumer Electronic Services B.V. ("Philips B.V."), an indirect wholly-owned subsidiary of Koninklijke Philips Electronics N.V. ("Royal Philips"). |
| 2. Pursuant to a stock purchase agreement among Royal Philips, Philips B.V., NavPart I B.V. ("NavPart I"), and NavPart II B.V. ("NavPart II"), Philips B.V. transferred 2,580,430 shares of common stock (the "Common Stock") of NAVTEQ to NavPart II. These shares are subject to certain put and call rights between NavPart I and Royal Philips. During the first fifteen days of December 2005, Royal Philips has the right to purchase from NavPart I the Common Stock for a price which is not greater than $116,417,544, subject to determination and adjustment as provided in the stock purchase agreement (the "Call Option"). If Royal Philips does not exercise its purchase rights during the time period specified by the preceding sentence, during the last fifteen days of December 2005, NavPart I has the right to sell the Common Stock to Philips at the same price at any time prior to December 1, 2005 (the "Put Option") (cont.). |
| 3. Royal Philips may exercise its Call Option upon the occurrence of certain specified acceleration events (including, among other events, the bankruptcy of NAVTEQ or the execution of an underwriting, distribution or similar agreement for an initial public offering of NAVTEQ stock). The execution on August 5, 2004 of the Purchase Agreement constituted an acceleration event. Philips' right to exercise such Call Option upon the occurrence of an acceleration event expires on the fourteenth day after the date on which NavPart I or Royal Philips has given notice to the other of the occurrence of such acceleration event. As of the date hereof, Philips has not exercised its Call Option. To the extent such Call Option expires, NavPart I shall have fifteen days, beginning on the day after the expiration of Royal Philips' Call Option, to exercise the Put Option. At the end of such fifteen day period, the Put Option related to such acceleration event shall expire. |
| /s/ Arie Westerlaken, on behalf of Koninklijke Philips Electronics N.V. | 08/12/2004 | |
| /s/ Arie Westerlaken, on behalf of Philips Consumer Electronic Services B.V. | 08/12/2004 | |
| ** 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 Number. | ||