Sec Form 4 Filing - WEED MONICA M @ NAVIGANT CONSULTING INC - 2019-10-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person WEED MONICA M 2. Issuer Name and Ticker or Trading Symbol NAVIGANT CONSULTING INC [ NCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and General Counsel (Last) (First) (Middle) C/O NAVIGANT CONSULTING, INC., 150 NORTH RIVERSIDE PLAZA, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2019 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 10/11/2019 D 102,831 D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 10/11/2019 D 40,033 ( 2 ) ( 2 ) Common Stock 9,962 ( 2 ) 0 D Stock Option (Right to Buy) $ 18.45 10/11/2019 D 9,962 ( 3 ) 03/17/2020 Common Stock 9,962 ( 4 ) 0 D Stock Option (Right to Buy) $ 13.36 10/11/2019 D 16,330 ( 4 ) 03/16/2021 Common Stock 16,330 ( 4 ) 0 D Stock Option (Right to Buy) $ 15.11 10/11/2019 D 19,429 ( 4 ) 03/15/2022 Common Stock 19,429 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEED MONICA M C/O NAVIGANT CONSULTING, INC. 150 NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO, IL60606 EVP and General Counsel Signatures /s/ Monica M. Weed 10/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"), a Delaware limited liability partnership 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 to the right to receive $28 in cash per share (the "Merger Consideration"). This includes 14,439 restricted share 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. ( 2 )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 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. ( 3 )The stock option vested in one-third increments on each of the first three anniversaries of the grant date. ( 4 )Pursuant to the Merger Agreement, each outstanding vested stock option was cancelled and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled 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.

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