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, 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^*

MILLER SCOTT D

(Last)

(First)

(Middle)

425 WEST RANDOLPH STREET

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAVTEQ CORP [ NVT ]

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)
07/10/2008

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)

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)
Option (Right to Buy)	$22	07/10/2008		D			2,900	^{( 1 )}	08/05/2014	Common Stock	2,900	^{( 2 )}	0	D
Option (Right to Buy)	$38.32	07/10/2008		D			3,479	^{( 3 )}	05/11/2015	Common Stock	3,479	^{( 2 )}	0	D
Option (Right to Buy)	$46.25	07/10/2008		D			2,845	^{( 4 )}	05/09/2014	Common Stock	2,845	^{( 2 )}	0	D
Restricted Stock Unit	^{( 2 )}	07/10/2008		D			213	^{( 5 )}	^{( 2 )}	Common Stock	213	^{( 2 )}	0	D
Restricted Stock Unit	^{( 2 )}	07/10/2008		D			196	^{( 6 )}	^{( 2 )}	Common Stock	196	^{( 2 )}	0	D
Restricted Stock Unit	^{( 2 )}	07/10/2008		D			325	^{( 7 )}	^{( 2 )}	Common Stock	325	^{( 2 )}	0	D
Restricted Stock Unit	^{( 2 )}	07/10/2008		D			3,310	^{( 8 )}	^{( 2 )}	Common Stock	3,310	^{( 2 )}	0	D

Explanation of Responses:

1. The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of March 19, 2004, was cancelled in the merger (the "Merger") contemplated by the Agreement and Plan of Merger by and among Nokia Inc., North Acquisition Corp. and NAVTEQ Corporation dated as of October 1, 2007 in exchange for a cash payment of $56.00 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).

2. Not applicable.

3. The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of May 11, 2005, was cancelled in the Merger in exchange for a cash payment of $39.68 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).

4. The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of May 9, 2006, was cancelled in the Merger in exchange for a cash payment of $31.75 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).

5. The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of February 1, 2004, was cancelled in the Merger in exchange for a cash payment of $78.00 per share (less taxes required to be withheld).

6. The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of May 11, 2005, were cancelled in the Merger in exchange for a cash payment of $78.00 per share (less taxes required to be withheld).

7. The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of May 9, 2006, were cancelled in the Merger in exchange for a cash payment of $78.00 per share (less taxes required to be withheld).

8. The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of May 22, 2007, were cancelled in the Merger in exchange for a cash payment of $78.00 per share (less taxes required to be withheld).

	Irene Barberena, Attorney-in-Fact for Scott D. Miller	07/10/2008
	** Signature of Reporting Person	Date
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