Philipp Wolfgang Josef Kandal Form 3 Telenav / Philipp Wolfgang Josef Kandal ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kandal Philipp Wolfgang Josef

(Last) (First) (Middle)

C/O TELENAV, INC.

4655 GREAT AMERICA PARKWAY, SUITE 300

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP of Engineering

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	99,180	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	10/01/2025	Common Stock	100,000	7.67	D
Restricted Stock Unit	(2)	(2)	Common Stock	75,000	(3)	D
Employee Stock Option (right to buy)	(4)	11/04/2026	Common Stock	90,000	4.8	D

Explanation of Responses:

1. This option vests as to 1/48th of the shares underlying the option on each monthly anniversary of the date of the vesting commencement date, which is October 1, 2015.

2. 25,000 restricted stock units shall vest on each of October 1, 2017, October 1, 2018 and October 1, 2019, respectively.

3. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Telenav, Inc.

4. This option vests as to 1/48th of the shares underlying the option on each monthly anniversary of the date of the vesting commencement date, which is November 14, 2016.

	Lily Toy, by power of attorney for Philipp Kandal	02/01/2017
	** 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 5 (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.
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