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, 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*
TL VENTURES IV LP

(Last) (First) (Middle)
700 BLDG
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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)
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*
TL VENTURES IV LP

(Last) (First) (Middle)
700 BLDG
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TL Ventures IV Interfund L.P.

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DENINO MARK J

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087-1990

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KEITH ROBERT E JR

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087-1990

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TL Ventures IV Management L.P.

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087-1990

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TL VENTURES IV LLC

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOLLER CHRISTOPHER

(Last) (First) (Middle)
700 BUILDING
435 DEVON PARK DRIVE

(Street)
WAYNE PA 19087-1990

(City) (State) (Zip)
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
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