Telenav Form 4 Telenav / Salman Dhanani ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

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^*

Dhanani Salman

(Last) (First) (Middle)

C/O TELENAV, INC., 4655 GREAT AMERICA PK

SUITE 300

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Telenav, Inc. [ TNAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2021		D		281,125(1)(2)	D	$4.8	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 (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 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: 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
Performance Stock Units	$0.00	02/17/2021		D			64,000	(3)	09/19/2022	Common Stock	64,000	$0.00	16,000	D
Performance Stock Units	$0.00	02/17/2021		D			400,000	(4)	03/01/2024	Common Stock	400,000	$0	0	D
Peformance Stock Units	$0.00	02/17/2021		D			30,000	(4)	10/01/2024	Common Stock	30,000	$0	0	D
Non Qualified Stock Option	$5.14	02/17/2021		D			35,000	(5)(8)	09/15/2026	CommonStock	35,000	$0	0	D
Non Qualified Stock Option	$5.1	02/17/2021		D			55,417	(6)(8)	09/25/2028	Common Stock	55,417	$0	0	D
Non Qualified Stock Option	$4.92	02/17/2021		D			55,000	(7)(8)	11/20/2029	Common Stock	55,000	$0	0	D

Explanation of Responses:

1. Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $4.80 per share in cash, as described in the Agreement and Plan of Merger ("Merger Agreement") dated as of February 17, 2021, a copy of which is filed as Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on February 17, 2021.

2. Total shares includes 5,000 shares purchased through the Company's 2019 ESPP Plan on February 1, 2021.

3. These securities were performance-based restricted stock units ("PSUs") that represented the Reporting Person's right to receive Common Stock of the Issuer. 80 percent of the PSUs were cancelled without any further consideration, as described in the Merger Agreement. The remaining shares are scheduled to vest on February 17, 2022.

4. These securities were performance-based restricted stock units ("PSUs") that represented the Reporting Person's right to receive Common Stock of the Issuer. The PSUs were cancelled without any further consideration, as described in the Merger Agreement.

5. This option was fully vested on October 10, 2020.

6. This option vests 1/48 of the shares underlying these options on each monthly anniversary of the date of vesting commencement date, which is September 25, 2018.

7. This option vests 1/48 of the shares underlying these options on each monthly anniversary of the date of vesting commencement date, which is November 20, 2019.

8. Each outstanding option of the Issuer was cancelled without any cash payment or other consideration, as described in the Merger Agreement.

Remarks:

	Steve Debenham by power of attorney for Salman Dhanani	02/19/2021
	** Signature of Reporting Person	Date
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