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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
Traffic.com, Inc. [ TRFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
03/06/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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-TL Ventures IV L.P. | 03/06/2007 | D | 5,202,762 | D | ( 1 ) | 0 | D ( 2 ) | |||
Common Stock-TL Ventures IV Interfund L.P. | 03/06/2007 | D | 137,484 | D | ( 1 ) | 0 | D ( 3 ) |
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 | ||||||||
Warrant for Common Stock (right to buy) | $0.75 | 03/06/2007 | D | 235,255 | 03/31/2003 | 03/31/2008 | Common Stock | 235,255 | ( 4 ) | 0 | D ( 3 ) | ||||
Warrant for Common Stock (right to buy) | $0.75 | 03/06/2007 | D | 6,217 | 03/31/2003 | 03/31/2008 | Common Stock | 6,217 | ( 4 ) | 0 | D ( 4 ) | ||||
Warrant for Common Stock (right to buy) | $0.03 | 03/06/2007 | D | 193,099 | 04/22/2005 | 04/22/2010 | Common Stock | 193,099 | ( 4 ) | 0 | D ( 3 ) | ||||
Warrant for Common Stock (right to buy) | $0.03 | 03/06/2007 | D | 5,103 | 04/22/2005 | 04/22/2010 | Common Stock | 5,103 | ( 4 ) | 0 | D ( 4 ) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On March 6, 2007, NAVTEQ Corporation ("NAVTEQ") closed on its acquisition of Traffic.com, Inc. ("Traffic.com"). Each outstanding share of Traffic.com common stock held by the reporting persons was converted into 0.235 shares of NAVTEQ common stock. |
2. See Exhibit 99.1. Shares are held by TL Ventures IV L.P. ("TL IV"). TL Ventures IV Management L.P. ("TL IV Mgmt"), the general partner of TL IV, TL Ventures IV LLC ("TL IV LLC"), the general partner of TL IV Mgmt, and Robert E. Keith, Jr., Mark J. DeNino, and Christopher Moller Ph.D., the members of the executive board of TL IV LLC, may be deemed to share voting and dispositive power over the shares held by TL IV. Such persons and entities disclaim beneficial ownership of shares held by TL IV except to the extent of any pecuniary interest therein. |
3. See Exhibit 99.1. Shares are held by TL Ventures IV Interfund L.P. ("TL IV Interfund"). TL IV LLC, the general partner of TL IV Interfund and Robert E. Keith, Jr., Mark J. DeNino, and Christopher Moller Ph.D., the members of the executive board of TL IV LLC, may be deemed to share voting and dispositive power over the shares held by TL IV Interfund. Such persons and entities disclaim beneficial ownership of shares held by TL IV Interfund except to the extent of any pecuniary interest therein. |
4. On March 6, 2007, NAVTEQ Corporation ("NAVTEQ") closed on its acquisition of Traffic.com, Inc. ("Traffic.com"). Each outstanding warrant for Traffic.com stock was exchanged for 0.235 shares of NAVTEQ common stock on a net cashless basis, taking into account the exercise price of the Traffic.com warrant. |
/s/ Pamela Strisofsky as Attorney in Fact-By Pamela Strisofsky as Attorney-in-Fact for TL Ventures IV L.P., TL Ventures IV Interfund L.P., TL Ventures IV Management L.P., TL Ventures IV LLC, Mark J. DeNino, Robert E. Keith, Jr., Christopher Moller, Ph.D | 03/08/2007 | |
** 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). | ||
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. |