| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Telenav, Inc. [ TNAV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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 | |
| 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 Number. | ||
