FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOWARD JULIE		 2. Issuer Name and Ticker or Trading Symbol

NAVIGANT CONSULTING INC [ NCI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

C/O NAVIGANT CONSULTING, INC., 150 NORTH RIVERSIDE PLAZA, SUITE 2100		 3. Date of Earliest Transaction (MM/DD/YYYY)

10/11/2019
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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    303563  D  (1) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Unit   (2) 10/11/2019    D        222403    (2)  (2) Common Stock  222403   (2) 0  D   
Stock Option (Right to Buy)  $18.45  10/11/2019    D        48146    (3) 3/17/2020  Common Stock  48146   (4) 0  D   
Stock Option (Right to Buy)  $13.36  10/11/2019    D        92533    (3) 3/16/2021  Common Stock  92533   (4) 0  D   
Stock Option  $15.11  10/11/2019    D        113981    (3) 3/15/2022  Common Stock  113981   (4) 0  D   

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"), 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.
(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 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.
(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, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOWARD JULIE
C/O NAVIGANT CONSULTING, INC.
150 NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, IL 60606 		X
Chairman & CEO

Signatures
/s/ Monica M. Weed, attorney-in-fact for the reporting person 10/15/2019
**Signature of Reporting Person Date


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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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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