X0306 4 2019-10-11 1 0001019737 NAVIGANT CONSULTING INC NCI 0001232758 HOWARD JULIE C/O NAVIGANT CONSULTING, INC. 150 NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO IL 60606 1 1 0 0 Chairman & CEO Common Stock 2019-10-11 4 D 0 303563 D 0 D Restricted Stock Unit 2019-10-11 4 D 0 222403 D Common Stock 222403 0 D Stock Option (Right to Buy) 18.45 2019-10-11 4 D 0 48146 D 2020-03-17 Common Stock 48146 0 D Stock Option (Right to Buy) 13.36 2019-10-11 4 D 0 92533 D 2021-03-16 Common Stock 92533 0 D Stock Option 15.11 2019-10-11 4 D 0 113981 D 2022-03-15 Common Stock 113981 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 2, 2019, by and between the registrant and Guidehouse LLP ("Parent"), and Isaac Merger Sub, Inc. ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted into the right to receive $28 in cash per share (the "Merger Consideration"). The number of shares reported includes 80,210 restricted stock units subject to time-based vesting conditions previously reported and which remain subject to the same time-based vesting conditions and settlement dates as in effect immediately prior to the Merger. Represents restricted stock units previously granted to the reporting person pursuant to the registrant's performance-based restricted stock unit award program on March 15, 2019, March 15, 2018 and March 15, 2017 (and not previously reported). Pursuant to the Merger Agreement, these restricted stock unit awards were converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of restricted stock units subject to the registrant's restricted stock unit award assuming performance at 100% of target levels, in each case subject generally to the same time-based vesting conditions and settlement dates as in effect as of immediately prior to the Merger. The stock option vested in one-third increments on each of the first three anniversaries of the grant date. Pursuant to the Merger Agreement, these outstanding vested stock options were converted into the right to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the stock option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option. /s/ Monica M. Weed, attorney-in-fact for the reporting person 2019-10-15