Statement of Changes in Beneficial Ownership (4)
October 31 2018 - 07:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Jin H.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Telenav, Inc.
[
TNAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
C/O TELENAV, INC., 4655 GREAT AMERICA PARKWAY, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2018
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(1)
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10/29/2018
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M
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240000
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(2)
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(2)
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Common Stock
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240000.0
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$0
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240000
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of Telenav, Inc.'s common stock.
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(2)
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These restricted stock units (the "RSUs") are earned if a performance-based vesting condition based on the average of the issuer's closing stock price over rolling 50 trading-day periods (a "PC") is met. If the reporting person continues to serve as the issuer's service provider, 50% of the RSUs subject to that applicable PC shall vest on the later of (i) November 1, 2019 or (ii) the date on which the compensation committee of the issuer's board of directors determines that the applicable PC has been achieved. If the reporting person continues as the issuer's service provider in each instance, the remaining 50% of the RSUs subject to such PC shall vest one year following the achievement of such PC. If some or all of the PCs are not met on or prior to October 29, 2021, the remaining unearned portion of the RSUs shall be cancelled. The RSUs are subject to certain provisions related to the acceleration of vesting in the event of a change of control of the issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jin H.P.
C/O TELENAV, INC.
4655 GREAT AMERICA PARKWAY, SUITE 300
SANTA CLARA, CA 95054
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X
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CEO
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Signatures
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Michael Strambi by power of attorney for H.P. Jin
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10/31/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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