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
                                                                                  
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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 * 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/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)
Code V Amount (A) or (D) Price
Common Stock  2/17/2021    D    92541 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units  $0.00  2/17/2021    D        80000    (3) 9/19/2022  Common Stock  80000  $0.00  20000  D   
Performance Stock Units  $0.00  2/17/2021    D        100000    (4) 3/1/2024  Common Stock  100000  $0  0  D   
Peformance Stock Units  $0.00  2/17/2021    D        40000    (4) 10/1/2024  Common Stock  40000  $0  0  D   
Non Qualified Stock Option  $5.14  2/17/2021    D        32124    (5)(9) 9/15/2026  CommonStock  32124  $0  0  D   
Non Qualified Stock Option  $5.10  2/17/2021    D        47500    (6)(9) 9/25/2028  Common Stock  47500  $0  0  D   
Non Qualified Stock Option  $7.43  2/17/2021    D        30000    (7)(9) 1/31/2022  Common Stock  30000  $0  0  D   
Non Qualified Stock Option  $6.86  2/17/2021    D        70000    (8)(9) 8/4/2025  Common Stock  70000  $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 was fully vested on January 31, 2016.
(8)  This option was fully vested on July 31, 2019.
(9)  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
Director 10% Owner Officer Other
Wahla Hassan
TELENAV, INC.
4655 GREAT AMERICA PARKWAY, SUITE 300
SANTA CLARA, CA 95054


Chief Customer Officer

Signatures
Steve Debenham by power of attorney for Hassan S. Wahla 2/19/2021
**Signature of Reporting Person Date