Sec Form 3 Filing - Andreessen Horowitz Fund V, L.P. @ Navan, Inc. - 2025-10-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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1. Name and Address of Reporting Person
Andreessen Horowitz Fund V, L.P.
2. Issuer Name and Ticker or Trading Symbol
Navan, Inc. [ NAVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2025
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 1,268,645 I By Andreessen Horowitz LSV Fund II, L.P. ( 1 )
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
Series Seed Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 255,244 I By Andreessen Horowitz LSV Fund II, L.P. ( 1 )
Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 201,306 I By Andreessen Horowitz LSV Fund III, L.P. ( 3 ) ( 4 )
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,081,772 I By Andreessen Horowitz Fund V, L.P. ( 5 )
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 10,408,860 I By AH Parallel Fund V, L.P. ( 6 ) ( 7 )
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 13,878 I By CLF Partners, LP ( 8 )
Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 6,757,090 I By Andreessen Horowitz LSV Fund I, L.P. ( 9 )
Series E Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 3,272,830 I By Andreessen Horowitz LSV Fund II, L.P. ( 1 )
Series F Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 777,832 I By Andreessen Horowitz LSV Fund II, L.P. ( 1 )
Series F Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 3,123 I By CLF Partners, LP ( 8 )
Series G-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 405,855 I By Andreessen Horowitz LSV Fund III, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andreessen Horowitz Fund V, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund V-A, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund V-B, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund V-Q, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners V, L.L.C.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund V, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund V-A, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund V-B, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund V-Q, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners V (Parallel), L.L.C.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
Andreessen Horowitz Fund V, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
Andreessen Horowitz Fund V-A, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
Andreessen Horowitz Fund V-B, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
Andreessen Horowitz Fund V-Q, L.P., By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Equity Partners V, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Parallel Fund V, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Parallel Fund V-A, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Parallel Fund V-B, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Parallel Fund V-Q, L.P., By AH Equity Partners V (Parallel), L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
AH Equity Partners V (Parallel), L.L.C., By /s/ Phil Hathaway, Chief Operating Officer 10/29/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 2 )The Series Seed, Series A, Series C, Series D, Series E, Series F and Series G-1 Preferred Stock are each convertible into Class A Common Stock on a ratio dependent on the public offering price of the Class A Common Stock in the Issuer's initial public offering, and have no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series Seed, Series A, Series C, Series D, Series E, Series F and Series G-1 Preferred Stock will be converted into shares of Class A Common Stock of the Issuer.
( 3 )These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities.
( 4 )(Continued from Footnote 3) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 5 )These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 6 )These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.
( 7 )(Continued from Footnote 6) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 8 )These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 9 )These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:
This Form 3 is the third of three Forms 3 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Equity Partners LSV I, L.L.C., Andreessen Horowitz LSV Fund II, L.P., Andreessen Horowitz LSV Fund II-B, L.P., Andreessen Horowitz LSV Fund II-Q, L.P., AH Equity Partners LSV II, L.L.C., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH Equity Partners LSV III, L.L.C., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., AH Equity Partners 2022 Annual Fu nd, L.L.C., Andreessen Horowitz Fund V, L.P., Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P., Andreessen Horowitz Fund V-Q, L.P., CLF Partners, LP, AH Equity Partners V, L.L.C., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., AH Equity Partners V (Parallel), L.L.C. and Marc Andreessen. This Form 3 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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