Sec Form 4 Filing - Wahla Hassan @ Telenav, Inc. - 2020-10-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Wahla Hassan
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 Customer Officer
(Last) (First) (Middle)
TELENAV, INC., 4655 GREAT AMERICA PARKWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2020
(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
Common Stock 10/10/2020 M 5,000 A $ 0 76,813 ( 1 ) D
Common Stock 10/10/2020 F( 2 ) 1,505 D $ 4.205 75,308 D
Common Stock 10/10/2020 M 12,500 A $ 0 87,808 D
Common Stock 10/10/2020 F( 2 ) 3,762 D $ 4.205 84,046 D
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 Sec urity: 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 ( 3 ) $ 0 10/10/2020 M 5,000 10/10/2020 ( 4 ) Common Stock 5,000 $ 0 10,000 D
Restricted Stock Unit ( 3 ) $ 0 10/10/2020 M 12,500 10/10/2020 ( 5 ) Common Stock 12,500 $ 0 37,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wahla Hassan
TELENAV, INC.
4655 GREAT AMERICA PARKWAY, SUITE 300
SANTA CLARA, CA95054
Chief Customer Officer
Signatures
Steve Debenham by power of attorney for Hassan S. Wahla 10/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 4,191 shares purchased under Telenav's 2019 Employee Stock Purchase Plan on September 1, 2020.
( 2 )Transaction represents tax withholding in connection with the vesting of the restricted stock units awarded to the Reporting Person. In an exempt disposition to the Issuer under rule 16b-3(e), the Issuer withheld shares otherwise to be delivered to the Reporting Person in connection with the satisfaction of the Issuer's estimate of the Reporting Person's minimum statutory tax withholding requirement arising from the vesting of such shares under a previously reported award of restricted stock units.
( 3 )Each restricted stock unit (RSU) represents a contingent right to receive one share of Telenav, Inc.'s common stock.
( 4 )The shares subject to the RSU award will vest in equal annual installments, with the first installment vesting as of September 10, 2019 and the last installment vesting as of September 10, 2022 (subject to the Reporting Person's continued service with the Issuer through such respective vesting date).
( 5 )The shares subject to the RSU award will vest in equal annual installments, with the first installment vesting as of September 10, 2020 and the last installment vesting as of September 10, 2023 (subject to the Reporting Person's continued service with the Issuer through such respective vesting 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.