Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dhanani Salman	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 Operating Officer
(Last) (First) (Middle) C/O TELENAV, INC., 4655 GREAT AMERICA PK, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 2/17/2021
(Street) SANTA CLARA, CA 95054 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/17/2021		D		281125 ⁽¹⁾⁽²⁾	D	$4.80	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	$0.00	2/17/2021		D			64000	⁽³⁾	9/19/2022	Common Stock	64000	$0.00	16000	D
Performance Stock Units	$0.00	2/17/2021		D			400000	⁽⁴⁾	3/1/2024	Common Stock	400000	$0	0	D
Peformance Stock Units	$0.00	2/17/2021		D			30000	⁽⁴⁾	10/1/2024	Common Stock	30000	$0	0	D
Non Qualified Stock Option	$5.14	2/17/2021		D			35000	⁽⁵⁾⁽⁸⁾	9/15/2026	CommonStock	35000	$0	0	D
Non Qualified Stock Option	$5.10	2/17/2021		D			55417	⁽⁶⁾⁽⁸⁾	9/25/2028	Common Stock	55417	$0	0	D
Non Qualified Stock Option	$4.92	2/17/2021		D			55000	⁽⁷⁾⁽⁸⁾	11/20/2029	Common Stock	55000	$0	0	D

Explanation of Responses:
(1)	Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $4.80 per share in cash, as described in the Agreement and Plan of Merger ("Merger Agreement") dated as of February 17, 2021, a copy of which is filed as Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on February 17, 2021.
(2)	Total shares includes 5,000 shares purchased through the Company's 2019 ESPP Plan on February 1, 2021.
(3)	These securities were performance-based restricted stock units ("PSUs") that represented the Reporting Person's right to receive Common Stock of the Issuer. 80 percent of the PSUs were cancelled without any further consideration, as described in the Merger Agreement. The remaining shares are scheduled to vest on February 17, 2022.
(4)	These securities were performance-based restricted stock units ("PSUs") that represented the Reporting Person's right to receive Common Stock of the Issuer. The PSUs were cancelled without any further consideration, as described in the Merger Agreement.
(5)	This option was fully vested on October 10, 2020.
(6)	This option vests 1/48 of the shares underlying these options on each monthly anniversary of the date of vesting commencement date, which is September 25, 2018.
(7)	This option vests 1/48 of the shares underlying these options on each monthly anniversary of the date of vesting commencement date, which is November 20, 2019.
(8)	Each outstanding option of the Issuer was cancelled without any cash payment or other consideration, as described in the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dhanani Salman C/O TELENAV, INC., 4655 GREAT AMERICA PK SUITE 300 SANTA CLARA, CA 95054			Chief Operating Officer