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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) | $ 22 | 07/10/2008 | D | 19,400 | (1) | 08/06/2014 | Common Stock | 19,400 | (2) | 0 | D | ||||
Option (Right to Buy) | $ 42.7 | 07/10/2008 | D | 31,868 | (3) | 05/15/2012 | Common Stock | 31,868 | (2) | 0 | D | ||||
Option (Right to Buy) | $ 46.92 | 07/10/2008 | D | 24,310 | (4) | 05/15/2012 | Common Stock | 24,310 | (2) | 0 | D | ||||
Option (Right to Buy) | $ 32.43 | 07/10/2008 | D | 40,650 | (5) | 02/23/2015 | Common Stock | 40,650 | (2) | 0 | D | ||||
Option (Right to Buy) | $ 5.74 | 07/10/2008 | D | 94,286 | (6) | 03/01/2015 | Common Stock | 94,286 | (2) | 0 | D | ||||
Restricted Stock Unit | (2) | 07/10/2008 | D | 1,793 | (7) | (2) | Common Stock | 1,793 | (2) | 0 | D | ||||
Restricted Stock Unit | (2) | 07/10/2008 | D | 2,800 | (8) | (2) | Common Stock | 2,800 | (2) | 0 | D | ||||
Restricted Stock Unit | (2) | 07/10/2008 | D | 22,675 | (9) | (2) | Common Stock | 22,675 | (2) | 0 | D | ||||
Restricted Stock Unit | (2) | 07/10/2008 | D | 6,223 | (10) | (2) | Common Stock | 6,223 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MULLEN DAVID B 425 WEST RANDOLPH STREET CHICAGO, IL 60606 |
EVP and CFO |
Irene Barberena, Attorney-in-Fact for David B. Mullen | 07/10/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of February 1, 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 is fully vested and was cancelled in the Merger in exchange for a cash payment of $35.30 (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 is fully vested and was cancelled in the Merger in exchange for a cash payment of $31.08 (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 option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of February 15, 2005, was cancelled in the Merger in exchange for a cash payment of $45.57 (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). |
(6) | The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2007, was cancelled in the Merger in exchange for a cash payment of $72.26 (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). |
(7) | The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of February 15, 2005, were replaced in the Merger with restricted stock units consisting of 5,619 underlying shares of Nokia Corporation. |
(8) | The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2006, were replaced in the Merger with restricted stock units consisting of 8,775 underlying shares of Nokia Corporation. |
(9) | The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2007, were replaced in the Merger with restricted stock units consisting of 71,059 underlying shares of Nokia Corporation. |
(10) | The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2008, were replaced in the Merger with restricted stock units consisting of 19,502 underlying shares of Nokia Corporation. |