4//SEC Filing
NAVTEQ CORP 4
Accession 0001104659-04-024127
CIK 0000834208operating
Filed
Aug 11, 8:00 PM ET
Accepted
Aug 12, 4:37 PM ET
Size
11.3 KB
Accession
0001104659-04-024127
Insider Transaction Report
Form 4
NAVTEQ CORPNVT
KONINKLIJKE PHILIPS ELECTRONICS NV
10% Owner
Transactions
- Sale
Common Stock, par value $.001 per share
2004-08-11$22.00/sh−42,611,357$937,449,854→ 30,520,875 total(indirect: See Footnote)
Holdings
- 2,580,430(indirect: See Footnote)
Put/Call
→ Common Stock (2,580,430 underlying)
Transactions
- Sale
Common Stock, par value $.001 per share
2004-08-11$22.00/sh−42,611,357$937,449,854→ 30,520,875 total(indirect: See Footnote)
Holdings
- 2,580,430(indirect: See Footnote)
Put/Call
→ Common Stock (2,580,430 underlying)
Footnotes (3)
- [F1]By Philips Consumer Electronic Services B.V. ("Philips B.V."), an indirect wholly-owned subsidiary of Koninklijke Philips Electronics N.V. ("Royal Philips").
- [F2]Pursuant to a stock purchase agreement among Royal Philips, Philips B.V., NavPart I B.V. ("NavPart I"), and NavPart II B.V. ("NavPart II"), Philips B.V. transferred 2,580,430 shares of common stock (the "Common Stock") of NAVTEQ to NavPart II. These shares are subject to certain put and call rights between NavPart I and Royal Philips. During the first fifteen days of December 2005, Royal Philips has the right to purchase from NavPart I the Common Stock for a price which is not greater than $116,417,544, subject to determination and adjustment as provided in the stock purchase agreement (the "Call Option"). If Royal Philips does not exercise its purchase rights during the time period specified by the preceding sentence, during the last fifteen days of December 2005, NavPart I has the right to sell the Common Stock to Philips at the same price at any time prior to December 1, 2005 (the "Put Option") (cont.).
- [F3]Royal Philips may exercise its Call Option upon the occurrence of certain specified acceleration events (including, among other events, the bankruptcy of NAVTEQ or the execution of an underwriting, distribution or similar agreement for an initial public offering of NAVTEQ stock). The execution on August 5, 2004 of the Purchase Agreement constituted an acceleration event. Philips' right to exercise such Call Option upon the occurrence of an acceleration event expires on the fourteenth day after the date on which NavPart I or Royal Philips has given notice to the other of the occurrence of such acceleration event. As of the date hereof, Philips has not exercised its Call Option. To the extent such Call Option expires, NavPart I shall have fifteen days, beginning on the day after the expiration of Royal Philips' Call Option, to exercise the Put Option. At the end of such fifteen day period, the Put Option related to such acceleration event shall expire.
Documents
Issuer
NAVTEQ CORP
CIK 0000834208
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000834208
Filing Metadata
- Form type
- 4
- Filed
- Aug 11, 8:00 PM ET
- Accepted
- Aug 12, 4:37 PM ET
- Size
- 11.3 KB