FORM 4UNITED 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*
MACLEOD JOHN K
(Last)(First)(Middle)
425 WEST RANDOLPH STREET
(Street)
CHICAGOIL60606
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, NAVTEQ Connected Services
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)
XForm 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)
CodeVAmount(A) or (D)Price

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy) $ 22 07/10/2008 D   22,630  (1)08/06/2014 Common Stock 22,630 (2) 0 D  
Option (Right to Buy) $ 1.4 07/10/2008 D   62,350  (3)05/15/2012 Common Stock 62,350 (2) 0 D  
Option (Right to Buy) $ 42.7 07/10/2008 D   17,170  (4)02/23/2015 Common Stock 17,170 (2) 0 D  
Option (Right to Buy) $ 46.92 07/10/2008 D   19,220  (5)03/01/2014 Common Stock 19,220 (2) 0 D  
Option (Right to Buy) $ 32.43 07/10/2008 D   38,980  (6)03/01/2015 Common Stock 38,980 (2) 0 D  
Restricted Stock Unit (2) 07/10/2008 D   966  (7) (2) Common Stock 966 (2) 0 D  
Restricted Stock Unit (2) 07/10/2008 D   2,214  (8) (2) Common Stock 2,214 (2) 0 D  
Restricted Stock Unit (2) 07/10/2008 D   21,735  (9) (2) Common Stock 21,735 (2) 0 D  
Restricted Stock Unit (2) 07/10/2008 D   5,657  (10) (2) Common Stock 5,657 (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 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 $76.60 (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 February 15, 2005, 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).
5. The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2006, 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).
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 $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).
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 3,028 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 6,939 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 68,113 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 17,728 underlying shares of Nokia Corporation.
Irene Barberena, Attorney-in-Fact for John K. MacLeod07/10/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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