Sec Form 4 Filing - Manzoor Adeel @ Telenav, Inc. - 2020-09-23

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Manzoor Adeel 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 Financial Officer (Last) (First) (Middle) C/O TELENAV, INC., 4655 GREAT AMERICA PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2020 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Unit ( 1 ) 09/23/2020 A 120,000 ( 2 ) ( 2 ) Common Stock 120,000 $ 0 120,000 D Restricted Stock Unit ( 1 ) 09/23/2020 A 60,000 ( 3 ) ( 3 ) Common Stock 60,000 $ 0 60,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Manzoor Adeel C/O TELENAV, INC. 4655 GREAT AMERICA PARKWAY, SUITE 300 SANTA CLARA, CA95054 Chief Financial Officer Signatures /s/ Steve Debenham, by power of attorney 09/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit (RSU) represents a contingent right to receive one share of Telenav, Inc.'s common stock. ( 2 )The shares subject to the RSU award will vest in equal quarterly installments, with the first installment vesting as of December 1, 2020 and the last installment vesting as of September 1, 2023 (subject to the Reporting Person's continued service with the Issuer through such respective vesting date). ( 3 )The shares subject to the RSU award are earned based on achievement of pre-determined appreciation in the per-share price for the Issuer's common stock, measured by the average of the Issuer's closing share price as reported on Nasdaq over a respective trailing 30-trading days (a stock price hurdle, or "SPH"). Shares subject to the applicable SPH then vest in four successive quarterly installments (subject to the Reporting Person's continued service with the Issuer through such respective vesting date). To the extent an SPH is not met on or prior to October 1, 2024 (extended to October 1, 2025, in the event of an intervening change in control involving the Issuer), the unvested portion of the RSU award applicable to that SPH is cancelled.

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.