Telenav Form 4 Telenav / H.P. Jin 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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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^*

Jin H.P.

(Last) (First) (Middle)

C/O TELENAV, INC.

4655 GREAT AMERICA PARKWAY, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2019

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	05/06/2019		M		110,002	A	$6.55	1,868,805	D
Common Stock	05/07/2019		M		97,233	A	$6.55	1,966,038	D
Common Stock	05/07/2019		M		15,267	A	$6.55	1,981,305	D
Common Stock	05/07/2019		M		121,875	A	$6.86	2,103,180	D
Common Stock								20,200	I	By Son

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
Non-Qualified Stock Option (right to buy)	$6.55	05/06/2019		M			110,002	(1)	11/02/2020	Common Stock	110,002	$0	97,233	D
Non-Qualified Stock Option (right to buy)	$6.55	05/07/2019		M			97,233	(1)	11/02/2020	Common Stock	97,233	$0	0	D
Incentive Stock Option (right to buy)	$6.55	05/07/2019		M			15,267	(1)	11/02/2020	Common Stock	15,267	$0	0	D
Non-Qualified Stock Option (right to buy)	$6.86	05/07/2019		M			121,875	(2)	08/04/2025	Common Stock	121,875	$0	8,125	D

Explanation of Responses:

1. The terms of the option provide that 25% of the option would become exercisable on the one-year anniversary of the November 2, 2010 vesting commencement date, and the balance of the option would vest monthly over the subsequent three years.

2. This stock option vests as to 1/48 of the shares underlying these options on each monthly anniversary of the date of grant, August 4, 2015

Remarks:

	Fuad Ahmad by power of attorney for H.P. Jin	05/08/2019
	** Signature of Reporting Person	Date
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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