Statement of Changes in Beneficial Ownership (4)
20 February 2021 - 6:27AM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
Jin H.P. |
2. Issuer Name and Ticker or Trading Symbol
Telenav, Inc.
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TNAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Exec. Officer, President |
(Last)
(First)
(Middle)
C/O TELENAV, INC., 4655 GREAT AMERICA PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2021 |
(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/17/2021 | | D | | 2358200 (1) | D | $4.80 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Performance Stock Units | $0.00 | 2/17/2021 | | D | | | 304000 | (2) | 9/19/2022 | Common Stock | 304000 | $0.00 | 76000 | D | |
Performance Stock Units | $0.00 | 2/17/2021 | | D | | | 192000 | (2) | 10/29/2021 | Common Stock | 192000 | $0 | 48000 | D | |
Peformance Stock Units | $0.00 | 2/17/2021 | | D | | | 35000 | (3) | 10/1/2024 | Common Stock | 35000 | $0 | 0 | D | |
Non Qualified Stock Option | $5.14 | 2/17/2021 | | D | | | 67500 | (4)(6) | 9/15/2026 | CommonStock | 67500 | $0 | 0 | D | |
Non Qualified Stock Option | $6.86 | 2/17/2021 | | D | | | 8125 | (5)(6) | 8/4/2025 | Common Stock | 8125 | $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) | 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. |
(3) | 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. |
(4) | This option was fully vested on October 10, 2020. |
(5) | This option was fully vested on July 31, 2019. |
(6) | Each outstanding option of the Issuer was cancelled without any cash payment or other consideration, as described in the Merger Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jin H.P. C/O TELENAV, INC. 4655 GREAT AMERICA PARKWAY, SUITE 300 SANTA CLARA, CA 95054 | X |
| Chief Exec. Officer, President |
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Signatures
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Steve Debenham by power of attorney for H.P. Jin | | 2/19/2021 |
**Signature of Reporting Person | Date |
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