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
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^*

KONINKLIJKE PHILIPS ELECTRONICS NV

(Last)

(First)

(Middle)

BREITNER CENTER, AMSTELPLEIN 2

(Street)

AMSTERDAM

1096 BC

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2004

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)
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)
Common Stock, par value $.001 per share	08/17/2004		P		2,580,430	A	$32.74⁽¹⁾	33,101,305	I	See footnote⁽²⁾

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)
Call⁽¹⁾	$32.74⁽¹⁾	08/17/2004		O			1	08/05/2004	12/15/2005⁽³⁾	Common Stock	2,580,430	$32.74⁽¹⁾	0	D

1. Name and Address of Reporting Person^*

KONINKLIJKE PHILIPS ELECTRONICS NV

(Last)

(First)

(Middle)

BREITNER CENTER, AMSTELPLEIN 2

(Street)

AMSTERDAM

1096 BC

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PHILIPS CONSUMER ELECTRONIC SERVICES B.V.

(Last)

(First)

(Middle)

GROENEWOUDSEWEG 1 VO-1

(Street)

EINDHOVEN

5621BA

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to a stock purchase agreement (the "Stock Purchase Agreement"), dated March 18, 1999, among Koninklijke Philips Electronics N.V. ("Royal Philips"), Philips Consumer Electronic Services B.V. ("Philips B.V."), an indirect wholly-owned subsidiary of Royal Philips, NavPart I B.V. ("NavPart I") and NavPart II B.V., Royal Philips was granted a call right over 2,580,430 shares (the "Shares") of common stock of NAVTEQ at an aggregate exercise price which is not greater than $116,417,544, subject to determination and adjustment as provided in the Stock Purchase Agreement (the "Call Right"). Royal Philips exercised the Call Right on August 17, 2004 by delivery of an exercise notice to NavPart I, at an aggregate exercise price of $89,493,646 (equivalent to the price per Share set forth in the table above).

2. By Philips B.V.

3. The Call Right was exercisable upon the occurrence of certain acceleration events or, to the extent no such event and exercise had occurred, during the first fifteen days of December 2005.

	/s/ Arie Westerlaken on behalf of Koninklijke Philips Electronics N.V.	02/04/2005
	/s/ Arie Westerlaken on behalf of Philips Consumer Electronic Services B.V.	02/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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