SEC FORM 3

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^*

Toy Lily

(Last)

(First)

(Middle)

C/O TELENAV, INC.

4655 GREAT AMERICA PARKWAY, SUITE 300

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2017

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)
	General Counsel

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	8,753	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	02/01/2021	Common Stock	10,000	$10.05	D
Employee Stock Option (right to buy)	⁽²⁾	05/18/2022	Common Stock	3,000	$6.12	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	1,250	⁽⁴⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	1,435	⁽⁴⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	1,250	⁽⁴⁾	D
Restricted Stock Unit	⁽⁷⁾	⁽⁷⁾	Common Stock	2,000	⁽⁴⁾	D
Restricted Stock Unit	⁽⁸⁾	⁽⁸⁾	Common Stock	1,000	⁽⁴⁾	D
Restricted Stock Unit	⁽⁹⁾	⁽⁹⁾	Common Stock	3,750	⁽⁴⁾	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	02/05/2026	Common Stock	15,000	$6.33	D
Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,000	⁽⁴⁾	D
Restricted Stock Unit	⁽¹²⁾	⁽¹²⁾	Common Stock	10,000	⁽⁴⁾	D
Restricted Stock Unit	⁽¹³⁾	⁽¹³⁾	Common Stock	50,000	⁽⁴⁾	D

Explanation of Responses:

1. This option vests as to 1/4th of the shares underlying these options on the first anniversary of the vesting commencement date and with respect to an additional 1/36th of the remaining shares underlying these options each month thereafter on the same day as the vesting commencement date, which is December 20, 2010.

2. This option vests as to 1/4th of the shares underlying these options on the first anniversary of the vesting commencement date and with respect to an additional 1/36th of the remaining shares underlying these options each month thereafter on the same day as the vesting commencement date, which is May 18, 2012.

3. 1,250 restricted stock units shall vest on September 10, 2017.

4. Each restricted stock unit represents a contingent right to receive one share of Telenav, Inc.'s common stock.

5. 1,435 restricted stock units shall vest on March 20, 2018.

6. 1,250 restricted stock units shall vest on June 10, 2018.

7. 1,000 restricted stock units shall vest on each of September 10, 2017 and September 10, 2018, respectively.

8. 500 restricted stock units shall vest on each of December 10, 2017 and December 10, 2018, respectively.

9. 1,250 restricted stock units shall vest on each of September 10, 2017, September 10, 2018 and September 10, 2019, respectively.

10. This option vests as to 1/48th of the shares underlying these options on each monthly anniversary of the vesting commencement date, which is February 1, 2016.

11. 1,000 restricted stock units shall vest on each of October 10, 2017, October 10, 2018, October 10, 2019 and October 10, 2020, respectively.

12. 2,500 restricted stock units shall vest on each of March 10, 2018, March 10, 2019, March 10, 2020 and March 10, 2021, respectively.

13. 12,500 restricted stock units shall vest on each of August 10, 2018, August 10, 2019, August 10, 2020 and August 10, 2021, respectively.

Remarks:

	Lily Toy	08/08/2017
	** 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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