SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* |
Telenav, Inc. |
(Name of Issuer) |
Common Stock, $0.001 par value per share |
(Title of Class of Securities) |
879455 10 3 |
(CUSIP Number) |
December 31, 2017 |
(Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-l(b) o Rule 13d-l(c) ý Rule 13d-l(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
SEC 1745 (3-06) | Page 1 of 9 pages |
CUSIP No. 879455 10 3 | |||||||
1. Names of Reporting Persons. Digital Mobile Venture Ltd. | |||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) □ (b) ý | |||||||
3. SEC Use Only | |||||||
4. Citizenship or Place of Organization | British Virgin Islands | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole Voting Power | 7,313,467 (See Item 4(c) below) | |||||
6. Shared Voting Power | 0 (See Item 4(c) below) | ||||||
7. Sole Dispositive Power | 7,313,467 (See Item 4(c) below) | ||||||
8. Shared Dispositive Power | 0 (See Item 4(c) below) | ||||||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | 7,313,467 (See Item 4(a) below) | ||||||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||||||
11. Percent of Class Represented by Amount in Row (9) | 16.42% | ||||||
12. Type of Reporting Person (See Instructions) | CO |
Page 2 of 9 pages |
CUSIP No. 879455 10 3 | ||||||||
1. Names of Reporting Persons. Samuel Chen | ||||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) □ (b) ý | ||||||||
3. SEC Use Only | ||||||||
4. Citizenship or Place of Organization | Taiwan | |||||||
Number of Shares Beneficially Owned by Each Reporting Person | 5. Sole Voting Power | 49,754 (See Item 4(c) below) | ||||||
6. Shared Voting Power | 7,313,467 (See Item 4(c) below) | |||||||
7. Sole Dispositive Power | 49, 754 (See Item 4(c) below) | |||||||
8. Shared Dispositive Power | 7,313,467 (See Item 4(c) below) | |||||||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | 7,363,221 (See Item 4(a) below) | |||||||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||||||||
11. Percent of Class Represented by Amount in Row (9) | 16.51% | |||||||
12. Type of Reporting Person (See Instructions) | IN |
Page 3 of 9 pages |
CUSIP No. 879455 10 3 | |||||
1. Names of Reporting Persons. Fiona Chang | |||||
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) □ (b) ý | |||||
3. SEC Use Only | |||||
4. Citizenship or Place of Organization | Taiwan | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole Voting Power | 0 (See Item 4(c) below) | |||
6. Shared Voting Power | 7,313,467 (See Item 4(c) below) | ||||
7. Sole Dispositive Power | 0 (See Item 4(c) below) | ||||
8. Shared Dispositive Power | 7,313,467 (See Item 4(c) below) | ||||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | 7,313,467 (See Item 4(a) below) | ||||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||||
11. Percent of Class Represented by Amount in Row (9) | 16.42% | ||||
12. Type of Reporting Person (See Instructions) | IN |
Page 4 of 9 pages |
CUSIP No. 879455 10 3 | |||||||
1. Names of Reporting Persons. Yi-Chun Chen | |||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) □ (b) ý | |||||||
3. SEC Use Only | |||||||
4. Citizenship or Place of Organization | Taiwan | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole Voting Power | 0 (See Item 4(c) below) | |||||
6. Shared Voting Power | 7,313,467 (See Item 4(c) below) | ||||||
7. Sole Dispositive Power | 0 (See Item 4(c) below) | ||||||
8. Shared Dispositive Power | 7,313,467 (See Item 4(c) below) | ||||||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | 7,313,467 (See Item 4(a) below) | ||||||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||||||
11. Percent of Class Represented by Amount in Row (9) | 16.42% | ||||||
12. Type of Reporting Person (See Instructions) | IN |
Page 5 of 9 pages |
CUSIP No. 879455 10 3 | ||||||
1. Names of Reporting Persons. Yi-Teng Chen | ||||||
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) □ (b) ý | ||||||
3. SEC Use Only | ||||||
4. Citizenship or Place of Organization | Taiwan | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole Voting Power | 0 (See Item 4(c) below) | ||||
6. Shared Voting Power | 7,313,467 (See Item 4(c) below) | |||||
7. Sole Dispositive Power | 0 (See Item 4(c) below) | |||||
8. Shared Dispositive Power | 7,313,467 (See Item 4(c) below) | |||||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | 7,313,467 (See Item 4(a) below) | |||||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||||||
11. Percent of Class Represented by Amount in Row (9) | 16.42% | |||||
12. Type of Reporting Person (See Instructions) | IN |
Page 6 of 9 pages |
(a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
Page 7 of 9 pages |
(k) | Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. | Ownership. |
(a) | Amount beneficially owned: See Row 9 for the amount beneficially owned by each Reporting Person. Samuel Chen is deemed to be the beneficial owner of an aggregate of 7,363,221 shares of common stock, consisting of (i) 7,313,467 shares held by Digital Mobile Venture, Ltd., (ii) 12,288 shares held by Samuel Chen, and (iii) an aggregate of 37,466 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2017. The percentage of the class beneficially owned by Samuel Chen is based on 44,551,830 shares of common stock outstanding as of December 31, 2017, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2018, and assumes that the 37,446 shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
(b) | Percent of class: See Row 11 for the percentage of class beneficially owned by each Reporting Person based on 44,551,830 shares of common stock outstanding as of December 31, 2017, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2018. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications. |
Page 8 of 9 pages |
Date: February 9, 2018 Digital Mobile Venture, Ltd. By: /s/ Samuel Chen Name: Samuel Chen Title: Director By: /s/ Samuel Chen Name: Samuel Chen By: /s/ Fiona Chang Name: Fiona Chang By: /s/ Yi-Chun Chen Name: Yi-Chun Chen By: /s/ Yi-Teng Chen Name: Yi-Teng Chen |
Page 9 of 9 pages |